Common use of Initial Advance Clause in Contracts

Initial Advance. Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each Agent the following: (a) duly executed copies of the following, in form and substance satisfactory acceptable to Lender Agent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof; (iv) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date on which each by the jurisdiction of organization of such Borrower as in effect as of the following shall have been so delivered is referred to herein Closing Date; (B) the bylaws, operating agreement or similar governing document of such Borrower, as in effect as of the “Effective Closing Date”): ; (aC) executed originals resolutions of such Borrower’s Board evidencing approval of the Loan and other transactions contemplated by the Loan Documents, as in effect as of the Closing Date; (D) resolutions of the holders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, to the extent required by the applicable Organizational Documents; and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (v) a duly executed certificate of an officer of Parent certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of each Platform Company, as in effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company; (C) copies of all Equity Documents in effect as of the Closing Date; and (D) a summary capitalization table of each Platform Company; (vi) a legal opinion of Borrowers’ counsel; (vii) any other Loan Documents; and (viii) all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral. (b) all originals certificates evidencing Pledged Collateral pledged pursuant to Section 3.3, in all cases together with any transfer powers or other instruments of transfer, in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyAgent; (c) certified copies of the Certificate of Incorporation all consents, waivers, notices and the Bylaws, as amended through the Closing Date, of Borrowerother documents set forth on Schedule 5.15(ii); (d) a certificate of good standing for each Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gf) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jg) such other documents as Lender Agent may reasonably request. Notwithstanding the foregoing, to the extent any of the above closing conditions is set forth on Schedule 7.19, Borrowers may deliver the same when required to be delivered pursuant to Schedule 7.19.

Initial Advance. Borrower shall have delivered Upon execution and delivery of this Agreement by BNPPLC, an advance (the “Initial Advance”) will be made by BNPPLC to Lender each cover the cost of certain Transaction Expenses and other amounts described in this subparagraph. The amount of the followingInitial Advance, which will be included in form and substance satisfactory to Lender the Lease Balance, may be confirmed by a separate closing certificate executed by NAI as of the Effective Date. An arrangement fee (the date on which each “Arrangement Fee”), an initial administrative agency fee (an “Administrative Fee”) and upfront fees (the “Upfront Fees”) will all be paid from the Initial Advance (and thus be included in the Lease Balance) in the amounts provided in the Closing Letter. To the extent that BNPPLC does not itself use the entire the Initial Advance to pay such fees and Transaction Expenses incurred by BNPPLC, the remainder thereof will be advanced to NAI, with the understanding that NAI will use any such amount advanced for one or more of the following shall have been so delivered is referred to herein as purposes: (1) the payment or reimbursement of Transaction Expenses incurred by NAI and all “Effective Date”): (a) executed originals soft costs” incurred by NAI in connection with the planning, design, engineering, construction and permitting of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; Construction Project; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i2) the Loan and other transactions evidenced by maintenance of the Loan DocumentsProperty; and or (ii3) the Warrant and transactions evidenced thereby; (c) certified copies payment of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered amounts due pursuant to the Loan Documents Operative Documents. (Before executing the separate closing certificate to confirm the Initial Advance, NAI will make a reasonable effort to determine all prior expenses incurred by it as described in clause (1) of the preceding sentence and to request an Initial Advance sufficient in amount to cover all such expenses in addition to the Warrant on behalf of Borrower, including, without limitationArrangement Fee, the chief financial officer of Borrower; (f) payment initial Administrative Fee, the Upfront Fees and all Transaction Expenses incurred by BNPPLC. However, no failure by NAI to identify and include all such expenses in the amount of the Facility Charge and requested Initial Advance will preclude NAI from requesting reimbursement of Lender’s current expenses reimbursable for the same through a subsequent Construction Advance as provided in Paragraph 4. Reimbursable Construction Period Costs to be paid or reimbursed pursuant to this Agreement, which amounts may Paragraph 4 will not be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up limited to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on those incurred after the Effective Date.), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of this Agreement, the Loan Documents Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower’s counsel, Joinder Agreements, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Fee and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may at Borrower’s election be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jf) such other documents as Lender may reasonably request.

Initial Advance. Borrower No Lender shall be required to make the initial Advance hereunder unless (x) the Borrowers have delivered to Lender each paid in full all Obligations under (and as defined in) the Original Credit Facility which would be due and payable upon termination of such Original Credit Facility, and the Aggregate Commitment (as defined in the Original Credit Facility) of the following, in form and substance satisfactory to Lender (the date on which each of the following lenders thereunder shall have been so delivered is referred terminated and (y) the Company has furnished or caused to herein as be furnished to the “Effective Date”):Agent with sufficient copies for the Lenders: (ai) Copies of the certificate of incorporation of the Company, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Company, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Company. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and (ii) the Warrant and transactions evidenced thereby;is continuing. (cv) certified copies A certificate, signed by the Financial Officer of the Certificate of Incorporation Company, stating that on the initial Borrowing Date the representations and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions warranties contained in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents are true and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;correct in all material respects. (fvi) payment A written opinion of the Facility Charge and reimbursement Company counsel, addressed to each of Lender’s current expenses reimbursable pursuant to this Agreementthe Lenders, which amounts may be deducted from in substantially the initial Advance;form of Exhibit "B-1" hereto. (gvii) Landlord Consents or Bailee Agreements, as applicable, for The Committed Notes payable to the premises where the Financed Equipment will, upon completion order of transit, be located; provided, that up to $3,750,000 each of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Lenders. (hviii) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements required by Section 7.12(b), and all other documents and instruments reasonably set forth on the closing checklist attached hereto as Annex A (other than any documents and instruments noted therein as required by Lender to effectuate be delivered after the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralClosing Date), in all cases in form and substance reasonably acceptable to Lenderthe Agent; (b) certified a legal opinion of Xxxxxxxx’s counsel in form and substance reasonably acceptable to the Agent; (c) copy of resolutions of BorrowerXxxxxxxx’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State (or equivalent) of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, the Initial Facility Charge and and, to the extent documented in a summary invoice, reimbursement of Lenderthe Agent’s and Xxxxxxx’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy required hereunder; (i) a Release Letter from copies of each Incumbent Lender Management Agreement with respect to each Physician Group, duly executed by the Financed Equipment purchased with the proceeds parties thereto, and each other material Management Document in effect as of the initial AdvanceClosing Date; (j) duly executed Collateral Assignments; and (jk) such other documents as Lender may reasonably requestduly executed acknowledgments by each Physician Group in respect of the applicable Collateral Assignments.

Initial Advance. Lender shall not be obligated to make any portion of the Initial Advance available to Borrower unless and until Borrower shall have delivered to Lender each of the followingLender, in form and substance satisfactory to Lender and, as to any documents (unless otherwise indicated), dated the date on which Closing Date: 1. This Agreement, the Note and the Collateral Documents, the Hazardous Substances Indemnity Agreement(s), the Whitehall Indemnity, and all other Ancillary Agreements reasonably requested by Lender, in each case executed by Borrower and, as applicable, each Borrower Party (and any other party thereto other than Lender). 2. The payment to Lender of the following shall have been so a commitment fee of $1,030,255 (less any portion of Borrower's $300,000 good faith deposit applied thereto). 3. A Borrowing Date Certificate, duly executed and delivered is referred by Borrower. 4. Opinions of Xxxxxxxx & Xxxxxxxx, counsel to herein as the “Effective Date”): (a) executed originals Borrower in respect of the Loan Documents governed by New York law and formation and authority matters regarding Borrower and the Borrower Parties; opinions of O'Melveny & Xxxxx LLP, counsel to Borrower in respect of the Collateral Documents governed by California law; opinions of Xxxxxxxxx Xxxxxxx, counsel to Borrower in respect of the Collateral Documents governed by Florida law; and opinions of local counsel of Lender in each jurisdiction in which one or more Properties are located; in each case addressing such matters regarding the Borrower, each Borrower Party, the Loan, the Loan Documents and/or the Properties as Lender may reasonably specify. 5. A copy of the Partnership Agreement, and all other documents amendments thereto, certified as true and instruments reasonably required correct as of the Closing Date by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens general partner of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (b) certified 6. A copy of resolutions Borrower's certificate of Borrower’s limited partnership from Delaware certified as of a recent date by the appropriate Governmental Authority. 7. Resolutions of the board of directors evidencing approval or board of managers (ias applicable) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate sole member of Incorporation and the Bylawsgeneral partner of Borrower, as amended through certified by an authorized officer or manager of such member within a recent date prior to the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (a) the consummation of each of the transactions contemplated by this Agreement and the Loan Documents and Ancillary Agreements to which Borrower is a party and (b) specific managers or officers to execute and deliver this Agreement, the other Loan Documents and the Ancillary Agreements to which Borrower is a party. 8. Certificates of an authorized officer or manager of the sole member of general partner of Borrower; (d) , dated within a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where recent date prior to the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency Closing Date, as to each officer the incumbency of Borrower who is the officers or representatives of such member authorized by the company resolutions delivered to Lender (pursuant to paragraph (7) above) to execute the Loan Documentsand deliver this Agreement, the Warrantother Loan Documents and other Ancillary Agreements, and all any other documents and instruments certificate or other document to be delivered pursuant hereto or thereto, together with a certification of the incumbency of such authorized officer or manager, as the case may be. 9. Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telecopy updates where available, showing that Borrower and the general partner of Borrower are each organized and in good standing in the jurisdiction of their organization and showing that Borrower is qualified as a foreign limited partnership in good standing in all states in which any of the Properties are located (except to the extent that the local counsel opinions delivered pursuant to paragraph (4) above provide that qualification in a particular state is not required in order to own, operate, lease, finance or otherwise deal with the Properties located in such state). 10. A copy of the organizational charter and all amendments thereto of the general partner of Borrower and of the Holding Company, in each case certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a copy of the operating agreement of such general partner and the Holding Company, certified by an authorized officer or manager of the Holding Company as true and correct as of a recent date. 11. A partnership certificate of Whitehall and a consent of manager of Whitehall's general partner certified by the Secretary or an Assistant Secretary of such general partner, in each case within a recent date prior to the Closing Date, to be duly adopted and in force and effect on such date, authorizing (a) the consummation of the transactions contemplated by this Agreement and the Loan Documents and Ancillary Agreements to which Whitehall is a party, and (b) specific officers to execute and deliver this Agreement and the Warrant other Loan Documents and Ancillary Agreements to which Whitehall is a party. 12. Certificates of the Secretary, an Assistant Secretary or a Vice President of the general partner of Whitehall, dated within a recent date prior to the Closing Date, as to the incumbency of the officers or representatives of such general partner authorized by the company consent delivered to Lender (as required herein) to execute and deliver this Agreement and the other Loan Documents and Ancillary Agreements to which Whitehall is a party, and any other certificate or other document to be delivered by Whitehall pursuant hereto or thereto, together with a certification of the incumbency of such Secretary or Assistant Secretary, as the case may be. 13. Financing Statements (Form UCC-1) in form sufficient to be duly filed under the Uniform Commercial Code of each jurisdiction as may be necessary or, in the reasonable opinion of Lender, desirable to perfect the security interests created by the Deeds of Trust and the other Collateral Documents pertaining to the Properties in the personal property and fixtures described therein. 14. Certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports in respect of Borrower in the jurisdictions for which UCC-1 Financing Statements are required, together with copies of financing statements referenced therein (none of which shall cover property to be covered by the Deeds of Trust or other Collateral Documents pertaining to the Properties). 15. Evidence that all other actions necessary or, in the opinion of Lender, desirable to perfect and protect the security interests created by the Deeds of Trust and the other Collateral Documents pertaining to the Properties, have been or will be taken. 16. An ALTA 1970 mortgagee policy of title insurance issued by the Title Company for each of the Deeds of Trust, naming Lender as the insured, with reinsurance and endorsements as Lender may require (including variable rate, survey, creditors' rights (if applicable), comprehensive coverage, first loss, tie-in, last dollar, future advances, access, zoning (with parking), subdivision, doing business, usury, separate tax lot and contiguity endorsements), containing no exceptions or exclusions other than Permitted Encumbrances or as may be approved by Lender in writing, insuring that the insured Deed of Trust is a valid, first-priority Lien on behalf the Property encumbered thereby and related collateral, and in an insured amount as required by Lender. 17. A certified and complete copy of the Purchase Agreement together with such consents to sale, waivers of rights and remedies, and releases of interest as Lender or its counsel may determine to be necessary or prudent to be obtained from any Person who may be entitled to claim an interest in any of the Properties or a right arising from the sale, conveyance or transfer of any of the Properties to Borrower. 18. Current title, municipal violation, tax and bankruptcy searches (and any other searches which Lender may require) for Borrower, includingany Borrower Party and such other parties as Lender shall require in its sole discretion. 19. Evidence of insurance as required by this Agreement. 20. A current "as-built" survey of each of the Properties, without limitationdated or updated to a date not earlier than thirty (30) days prior to the Closing Date, certified to Lender and the chief financial officer Title Company, prepared by a licensed surveyor reasonably acceptable to Lender and the Title Company, and conforming to Lender's current standard survey requirements. 21. A current engineering report with respect to each Property, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of such Property's tolerance for earthquake and seismic activity. Borrower shall also provide Lender with copies of utility letters from applicable service providers evidencing that each Property has adequate and sufficient utility service for the use and purposes intended by Borrower;. 22. A current Environment Site Assessment for each of the Properties. 23. If required by Lender, a current MAI appraisal for each Property. 24. A current rent roll for each Property, certified by Borrower (provided that any rent roll delivered for a Property owned directly or indirectly by Whitehall or an Affiliate of Whitehall for less than two (2) months prior to the Closing Date shall be certified by Borrower to its knowledge), together with all Non-Storage Leases not previously delivered to Lender. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the related Property (stated in net rentable square feet); (d) rental rate (including escalations), stated in gross amount and in amount per net rentable square foot per year; (e) lease term (commencement, expiration and renewal options); (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; expense passthroughs; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be locatedcancellation/termination provisions; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (h) security deposit; and (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, material operating covenants and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestco-tenancy clauses.

Initial Advance. The Borrower may make a request ("Initial Advance --------------- --------------- Request") for the Lender to make the Initial Advance. If all conditions ------- contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted] (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the following, in form and substance satisfactory Lenders to Lender (fund their respective Funding Shares of the date on which each initial Advance under this Agreement are subject to the Companies’ fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Notes, each duly executed by the Companies; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Companies; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretaries of State of the States of Delaware and Georgia; (5) copies of the Companies’ (i) certificate of incorporation certified by the Secretary of State of the State of Delaware and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary; (6) certificates of existence or authority and good standing for HC and HMC issued by the Secretaries of State of Georgia and Delaware, respectively; (7) original resolutions of each Company’s board of directors, certified as of the date of the initial Advance by such Company’s corporate secretary, authorizing the execution, delivery and performance by such Company of this Agreement, the Senior Credit Notes and all other documents and instruments reasonably required Facilities Papers to be delivered by Lender such Company pursuant to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy 8) a certificate of resolutions of Borrowereach Company’s board of directors evidencing approval of corporate secretary as to (i) the Loan incumbency of the officers of the Company executing this Agreement, the Senior Credit Notes, each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (ii) the Warrant authenticity of their signatures — and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it — (the Agent and the Lenders shall be entitled to rely on that certificate until the Companies have furnished new certificates to the Agent), and certifying that attached to such certificate are true and correct copies of all amendments to such Company’s certificate of incorporation and bylaws since their inception); (c9) certified copies of an Officer’s Certificate for each Company dated the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering and certifying truthfully that, after giving effect to Lender, prior to the disbursement of such that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Central Elements relative to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, HC and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesits Subsidiaries; (h10) a Consent Letter from each Incumbent Lendercopies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Companies’ industry, all in form and content reasonably satisfactory to the Agent; (i11) a Release Letter from each Incumbent Lender with respect favorable written opinion of counsel to the Financed Equipment purchased with Companies dated on or before the proceeds date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit G, the opinions as to enforceability of the Facilities Papers and perfection of the Agent’s Lien in the Collateral must be issued by outside counsel to the Company); and (j12) such payment to the Agent of the Facility Fee (for deposit in the relevant Note Payment Account and Pro Rata distribution to the Lenders), the Custodian’s Fee and all other documents as Lender may reasonably requestfees and expenses (including the disbursements and reasonable fees of the Agent’s and the Lenders’ attorneys, subject to the limitation specified in Section 13(a)) of the Agent and the Lenders accrued and billed for to the date of the Companies’ execution and delivery of this Agreement.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent, with sufficient copies for the Lenders: (i) A certificate of good standing from the Secretary of State of Delaware and certificate of existence from the Secretary of State of Alabama with respect to the Borrower and a certificate of good standing from the Secretary of State of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of the followingBorrower, of its certificate of incorporation, together with all amendments thereto, and by-laws and Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Credit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Credit Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed in writing by the Borrower of any change. (iv) A certificate, signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in form and substance satisfactory to Lender the Agent. (vi) Revolving Credit Notes payable to the date on which order of each of the following shall have been so delivered is referred Lenders and the Swingline Note. (vii) Written money transfer instructions, in a form required by the Agent, addressed to herein the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the “Effective Date”):Agent may have reasonably requested. (aviii) executed originals A duly completed compliance certificate as of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralJune 30, 2001, in all cases in substantially the form and substance reasonably acceptable to Lender;of Exhibit 3.1(viii) hereto. (bix) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the following, in form and substance satisfactory Lenders to Lender (make the date on which each of initial Advance hereunder is subject to the following shall have been so delivered is referred to herein as conditions precedent that the “Effective Date”): Agent has received (a) executed originals of evidence, reasonably satisfactory to the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralAgent, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of that (i) all obligations of the Loan and other transactions evidenced by Borrowers under the Loan DocumentsExisting Credit Facility have been (or concurrently with the initial Advance will be) paid in full; and (ii) the Warrant all fees and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and extent billed) expenses which are payable on or before the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for to any Arranger, the purchase of International Based Financed Equipment without delivering to Lender, prior to Agent or any Lender hereunder or in connection herewith have been (or concurrently with the disbursement of such Advance, any Landlord Consents initial Advance will be) paid in respect full; and (b) each of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as following documents (with sufficient copies for each Lender): (i) prior to Copies of the disbursement articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower, and certificates of good standing, certified by the appropriate governmental officer in the jurisdiction(s) of incorporation of such Borrower. (ii) within 90 days Copies, certified by the Secretary or Assistant Secretary of each Borrower, of such Borrower's bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Effective Date Loan Documents to which such Borrower is a party. (iii) An incumbency certificate from each Borrower, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any subsequent change in writing by such Borrower. (iv) A certificate, signed by an Authorized Officer of PHI, stating that on the date of the initial Advance Date no Default or Unmatured Default has occurred and is continuing with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower. (hv) a Consent Letter from each Incumbent Lender;A written opinion of internal counsel to PHI, substantially in the form of Exhibit D-1. (ivi) a Release Letter from each Incumbent Lender with respect A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of Xxxxxxxxx & Xxxxxxx, special New York counsel to the Financed Equipment purchased with Borrowers, substantially in the proceeds form of the initial Advance; andExhibit D-5. (jx) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of such requesting Lender. (xi) Copies of all governmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Advances hereunder. (xii) Such other documents as any Lender or its counsel may reasonably request.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed originals and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Security Agreement from the Borrower and its Subsidiaries, together with (x) any financing statements requested by the Bank, and (y) certificates evidencing 100% of the equity interests of the Domestic Subsidiaries, together with undated executed blank stock powers therefor; (iii) the Guaranties; (iv) evidence of the maintenance of insurance by the Borrower as required hereby or by the Collateral Documents; (v) copies (executed or certified as may be appropriate) of resolutions or meeting minutes of the Board of Directors or other governing body of the Borrower and of each Subsidiary authorizing the execution, delivery, and performance of the Loan Documents; (vi) articles of incorporation (or equivalent organizational document) of the Borrower and of each Guarantor certified by the appropriate governmental office of the state of its organization; (vii) by-laws (or equivalent organizational document) for the Borrower and for each Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (viii) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives; (ix) good standing certificates for the Borrower and each Guarantor, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization and in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; and (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and each Domestic Subsidiary. (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (d) legal matters incident to the execution and delivery of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or shall be satisfactory to create the Bank and perfect its counsel; and the Liens Bank shall have received the favorable written opinion of Lender with respect to all Collateral, in all cases counsel for the Borrower in form and substance reasonably acceptable satisfactory to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Bank and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectcounsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of incumbency the Borrowing Base in reasonable detail as to each officer of Borrower who is authorized to execute the Loan Documentsclose of business on August 31, the Warrant2009, and all other documents indicating Eligible Receivables of the Borrower and instruments to be delivered pursuant to its Domestic Subsidiaries of at least $[**], and that the Loan Documents and total gross receivables of the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower computed in accordance with GAAP is at least $[**]; (f) payment the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Facility Charge Borrower and reimbursement its Subsidiaries evidencing the absence of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceLiens on their Property except as permitted by Section 8.8 hereof; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Liens granted to the disbursement of such Advance, any Landlord Consents Bank under the Collateral Documents shall have been perfected in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior a manner satisfactory to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Bank and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;its counsel; and (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to each of the Lenders, this Agreement, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderParent Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Facility Charge Administrative Agent and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreementsigned by an Authorized Officer, which amounts together with such other related money transfer authorizations as the Administrative Agent may be deducted from the initial Advancehave reasonably requested; (gx) Landlord Consents or Bailee AgreementsA Beneficial Ownership Certification, if Borrower qualifies as applicablea legal entity customer under the Beneficial Ownership Regulation, for the premises where the Financed Equipment will, upon completion of transit, which such Beneficial Ownership Certification shall also be located; provided, delivered to any Lender that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement so requests in addition with any other “know your customer” information that such Lender requests; (xi) Delivery of such Advance, any Landlord Consents documents as the Administrative Agent may reasonably require to evidence compliance with the criteria for being an Eligible Unencumbered Property and the satisfaction of all requirements set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 2.22(i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on Unencumbered Properties which are first being included in the Effective Unencumbered Property Pool as of the Agreement Execution Date), such International Based Financed Equipment is relocated to such foreign premises; (hxii) Delivery of a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes and any changes to the Financed Equipment purchased with the proceeds of the initial AdvanceUnencumbered Property Pool effected by this Agreement; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) Subject to Section 4.4, duly executed originals copies of the Loan Documents Documents, Account Control Agreements with respect to each Deposit Account (other than any Excluded Accounts) maintained by Borrower and any of its Subsidiaries (other than any Excluded Subsidiaries) and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of Xxxxxxxx’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of BorrowerXxxxxxxx’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate certificates of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions jurisdiction in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and Xxxxxxx’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreementssubject to Section 4.4, as applicableall certificates of insurance, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesSection 6.2; (h) subject to Section 4.4, duly executed landlord’s consent(s) in favor of Agent for Xxxxxxxx’s headquarters location and each other leased location of Borrower at which Collateral with a Consent Letter from each Incumbent Lendervalue in excess of $250,000 is located; (i) subject to Section 4.4, duly executed bailee’s waiver(s) in favor of Agent for each location (other than Borrower’s headquarters location) where Borrower maintains property with a Release Letter from each Incumbent Lender third party and at which Collateral with respect to the Financed Equipment purchased with the proceeds a value in excess of the initial Advance$250,000 is located; and (j) evidence reasonably acceptable to Agent that Xxxxxxxx has established at least one operating Deposit Account with SVB; and (k) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower The obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent: (a) The Lender shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Loan Documents dated as of the date hereof duly executed by the Company; 21 (2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority: (3) A certificate (in the form of Exhibit "J") of the Company's corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (4) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1997 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender; (5) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement, to be in substantially the form of Exhibit "M" hereto, and addressed to the Lender; (6) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (7) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy 8) Copies of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Company's errors and other transactions evidenced omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Loan Documents; Company as of the date of this Agreement with the related provisions of Section 6.9 hereof and (ii) the Warrant and transactions evidenced therebyshowing Lender as an additional loss payee on such policies; (c9) certified copies of Executed financing statements in recordable form covering the Certificate of Incorporation Collateral and ready for filing in all jurisdictions required by the Bylaws, as amended through the Closing Date, of Borrower;Lender; 22 (d10) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where Evidence that the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute Funding Account has been established with the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i11) Evidence that Intuit, Inc. has acquired preferred capital stock of the Company for a Release Letter from each Incumbent Lender with respect purchase price of $6,000,000.00, the form and substance of such preferred stock being acceptable to the Financed Equipment purchased with the proceeds Lender in its sole discretion; (12) Evidence that $2,000,000.00 of subordinated debt of the initial Advance; and (j) such other documents as Lender may reasonably requestCompany has been converted to preferred stock of the Company.

Initial Advance. Borrower shall have delivered The Lenders' obligation to Lender each make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Notes and this Agreement duly executed by Borrowers. (2) A certificate of CNI stating that there has been no change in either CNI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of CNI delivered pursuant to Section 5.1(a)(5) of the Existing Agreement, and attaching (and certifying to) CNI's resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement; and certificates of good standing dated within 60 days prior to the date of this Agreement. (3) A certificate of AHMC stating that there has been no change in either AHMC's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and that there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of AMHC delivered pursuant to Section 5.1(a)(5) of the Existing Agreement, and attaching (and certifying to) AHMC's resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement; and certificates of good standing dated within 60 days prior to the date of this Agreement. (4) A reaffirmation of Guaranty, on the form prescribed by Credit Agent, duly executed by AH Holdings. (5) A certificate of AH Holdings stating that there has been no change in either AH Holding's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and that there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of AH Holdings delivered pursuant to Section 5.1(a)(9) of the Existing Agreement and attaching AH Holdings' resolutions authorizing the execution, delivery and performance of the Guaranty, as modified by the reaffirmation referred to in Section 5.1(a)(4) of this Agreement, the other Loan Documents and all other agreements, instruments or documents to be delivered by AH Holdings under this Agreement or the Guaranty; and certifiates of good standing dated within 60 days prior to the date of this Agreement. (6) AHMAI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, AHMAI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AHMAI and certificates of good standing dated within 60 days prior to the date of this Agreement. (7) A resolution of the board of directors of AHMAI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of AHMAI executing this Agreement, the other Loan Documents, each Applicable Advance Request and all other agreements, instruments or documents to be delivered by AHMAI under the Agreement (Credit Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (9) The Guaranty of AHMIC, on the form prescribed by Credit Agent, duly executed by AHMIC. (10) AHMIC 's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, bylaws, together with all amendments, certified by the corporate secretary of AHMIC and certificates of good standing dated within 60 days prior to the date of this Agreement. (11) A resolution of the board of directors of AHMIC, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other agreements, instruments or documents to be delivered by AHMIC under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of AHMIC executing the Guaranty and all other agreements, instruments or documents to be delivered by AHMIC under this Agreement (Credit Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by any Borrower in the conduct of its business. (14) A favorable written opinion of counsel to Borrowers and Guarantors, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (15) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (16) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 9.1, all in form and substance satisfactory to Lender Credit Agent. (17) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date on which each of this Agreement with the following shall have been so delivered is referred to herein as the “Effective Date”):related provisions of Section 7.9. (a18) executed originals Receipt by Credit Agent of any fees due on the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens date of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;this Agreement. (b) certified copy If any Borrower is indebted to any of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies its directors, officers, shareholders or Affiliates, as of the Certificate date of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may indebtedness has a term of more than 1 year or is in excess of $100,000, the Person to whom such Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of such Borrowers to be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, true and complete and in full force and effect as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds date of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower shall have delivered to In the case of the initial Advance: 5.2.1. receipt by the Lender of each of the following: (i) copies of the Organizational Documents, and all amendments thereto, of the Borrower, the Operator and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation or formation of the Borrower, the Operator or such Guarantor, as applicable, dated a current date, and one executed by an authorized representative acceptable to the Lender, dated the Closing Date. (ii) copies of the Regulatory Documents, and all amendments thereto, of the Borrower, the Operator and each Guarantor, accompanied by certificates of an authorized representative acceptable to the Lender, dated the Closing Date, that such copies are correct and complete. (iii) certificates of the appropriate Tribunals of each jurisdiction in which any Loan Party or the Operator has a place of business, any Loan Party or the Operator was formed or in which any Collateral is located (if any Loan Party is required to qualify to do business in such state), each dated a current date, to the effect that such Person is in good standing with respect to the payment of franchise and/or other Taxes and, if required by Law, is duly qualified to transact business in such jurisdictions. Any such certificate(s) due from the Texas Comptroller of Public Accounts may be satisfied with a printout of an electronic search of such office's records which shows that the applicable Person's status with respect to its right to transact business in Texas is "active." (iv) certificates of incumbencies and signatures of all representatives of the Borrower, the Operator and each Guarantor who will be authorized to execute or attest any of the Loan Documents or the Intercreditor Agreement on behalf of the Borrower, the Operator or such Guarantor, as applicable, executed by an authorized representative acceptable to the Lender, dated the Closing Date. (v) copies of resolutions approving the Loan Documents and the Intercreditor Agreement and authorizing the transactions contemplated herein and therein, duly adopted by an authorized body of the Borrower, the Operator and each Guarantor, as applicable, accompanied by certificates of an authorized representative acceptable to the Lender that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the ultimate governing authority of the Borrower, the Operator or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Closing Date. 5.2.2. receipt by the Lender of the duly executed Note, dated the Closing Date. 5.2.3. receipt by the Lender of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person. 5.2.4. receipt by the Lender of such title opinions or title data as the Lender may request, in form and substance and from attorneys or other Persons reasonably acceptable to the Lender, covering and confirming title in such portions of the Collateral as the Lender may specify and such other documentation and information required by the Lender to satisfy the Lender of the status of the title of the Collateral. 5.2.5. receipt by the Lender of a certificate of ownership interests in form and substance satisfactory to Lender (the date on which each Lender, certifying as to the ownership interests of the following shall have been so delivered is referred Oil and Gas Properties included in the determination of the Borrowing Base. 5.2.6. receipt by the Lender of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to herein the Lender concurrently with the Closing. 5.2.7. receipt by the Lender of the opinions of counsel to the Borrower and each Guarantor in form and substance satisfactory to the Lender and its counsel. The Borrower and each such Guarantor request such counsel to deliver its opinions to the Lender. 5.2.8. receipt by the Lender of the results of searches of the UCC records of the applicable jurisdictions from a source acceptable to the Lender reflecting no Liens against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Lender concurrently with the Closing. 5.2.9. receipt by the Lender of certificates of insurance from the insurance companies insuring the Borrower and each Guarantor, confirming insurance for the Borrower and each such Guarantor meeting the standards of Section 7.4.1. 5.2.10. with respect to the Loan Parties' Oil and Gas Properties that will be pledged as the “Effective Date”): initial Collateral, receipt by the Lender of (a) executed originals a Reserve Report certified by an independent engineering firm retained by the Borrower and acceptable to the Lender, and (b) such lease operating statements and production reports as the Lender may reasonably require. 5.2.11. receipt by the Lender of the audited financial statements of the Borrower and its consolidated subsidiaries for the fiscal year ended on 2018, 2019, and 2020, and containing at a minimum statements of the types required by Section 7.2.1(i). 5.2.12. receipt by the Lender of the Borrower's internally-prepared annual consolidated financial statements for the fiscal year 2021, and containing at a minimum statements of the types required by Section 7.2.1(ii). 5.2.13. receipt by the Lender of an organizational chart of Alpine SEP which includes the direct and indirect ownership of the Borrower. 5.2.14. receipt by the Lender of such additional information and documentation as the Lender may reasonably require relating to the Loan Documents (and all other documents amendments thereto) and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect thereby. 5.2.15. the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to shall be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender satisfied with respect to the Financed Equipment purchased with the proceeds results of its diligence investigation of the initial Advance; and (j) such other documents as Lender may reasonably requestLoan Parties and their respective assets and operations.

Initial Advance. The obligations of the Lenders hereunder shall not become effective, and the Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for the Borrower from its state the State of incorporation Maryland, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower, certified by an officer of Borrower who is the Borrower, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge Borrower of the Board of Directors’ resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower in the form required under Section 6.1; (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from the State of Maryland and the State of Illinois; (x) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jxi) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements required for Borrower to be in compliance with Section 7.18 on and after the Closing Date, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (to the extent not already paid), the Closing Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (f) the Agreed Targeted Operating Results; (g) Landlord Consents or Bailee Agreementspayoff letter in form and substance reasonably satisfactory to Agent from Generate Lending, as applicableLLC with respect to the payoff and release of all security interest under the Indebtedness owed to Generate Lending, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, LLC prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from with respect to each Incumbent Lender;Project, each of the following documents: (i) a Release Letter from each Incumbent Lender copies of all Project Documents; (ii) copies of all material documents entered into in connection with any Project; and (iii) such other material information regarding such Project as Agent may request; (iv) documentation satisfactory to Agent with respect to the Financed Equipment purchased with the proceeds “conversion” of the initial AdvanceGenerate Lending, LLC loan agreement to an Operating Lease; and (jv) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to each of the Lenders, this Agreement, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderParent Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is Xxxxxxxx, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Xxxxxxxx, without limitation, Parent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the chief financial officer of BorrowerOriginal Credit Agreement; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of Xxxxxxxx, Xxxxxx Xxxxxxxxx and each Subsidiary Guarantor, of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein, with respect to this AgreementBorrower, which amounts may and the execution, delivery and performance of the Loan Documents to be deducted from the initial Advanceexecuted and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (gvi) Landlord Consents A written opinion of Xxxxxxxx’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Xxxxxxxx, stating that on the initial Borrowing Date no Default or Bailee Agreements, Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of Xxxxxxxx; (ix) Written money transfer instructions, in substantially the purchase form of International Based Financed Equipment without delivering to LenderExhibit E hereto, prior addressed to the disbursement Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (x) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in addition with any other “know your customer” information that such Lender requests; (xi) Delivery of such Advance, any Landlord Consents documents as the Administrative Agent may reasonably require to evidence compliance with the criteria for being an Eligible Unencumbered Property and the satisfaction of all requirements set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 2.22(i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on Unencumbered Properties which are first being included in the Effective Unencumbered Property Pool as of the Agreement Execution Date), such International Based Financed Equipment is relocated to such foreign premises; (hxii) Delivery of a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes and any changes to the Financed Equipment purchased with the proceeds of the initial AdvanceUnencumbered Property Pool effected by this Agreement; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Borrower may make a request (“Initial Advance Request”) for the Lender to make the Initial Advance. If all conditions contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted] (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Security Agreement from the Borrower and its Domestic Subsidiaries, together with (x) any financing statements requested by the Bank, and (y) certificates evidencing 100% of the equity interests of the Subsidiaries (other than Foreign Subsidiary voting stock) and 65% of the equity interests in Foreign Subsidiary voting stock, together with undated executed blank stock powers therefor; (iii) the Guaranty; (iv) evidence of the maintenance of insurance by the Borrower as required hereby or by the Collateral Documents; (v) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower and of each Domestic Subsidiary authorizing the execution, delivery, and performance of the Loan Documents; (vi) articles of incorporation (or equivalent organizational document) of the Borrower and of each Domestic Subsidiary certified by the appropriate governmental office of the state of its organization; (vii) by-laws (or equivalent organizational document) for the Borrower and for each Domestic Subsidiary certified by an appropriate officer of such Person acceptable to the Bank; (viii) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives; (ix) good standing certificates for the Borrower and each Domestic Subsidiary, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization; (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and each Domestic Subsidiary; (xi) one or more pay-off and lien release letters from secured creditors of the Borrower and its Domestic Subsidiaries setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to Lender each the Bank termination statements and any other lien release instruments necessary to release its Lien on all of their assets; and (xii) except to the extent waived in writing by the Bank, landlords’ lien waivers in connection with the Property of the following, Borrower located in leased premises; (b) legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Borrower and the Guarantor in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Bank and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyits counsel; (c) certified copies the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Certificate Borrower and its Domestic Subsidiaries evidencing the absence of Incorporation and the Bylaws, Liens on their Property except as amended through the Closing Date, of Borrowerpermitted by Section 8.8 hereof; (d) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a certificate of good standing for Borrower from manner satisfactory to the Bank and its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;counsel; and (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. Borrower The obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: (a) The Lender shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Note and this Agreement duly executed by the Borrowers. (2) New Jersey Mortgage's articles of incorporation as certified by the Secretary of State of New Jersey, bylaws certified by the corporate secretary of New Jersey Mortgage, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (3) A resolution of the board of directors of New Jersey Mortgage, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by New Jersey Mortgage pursuant to this Agreement. (4) A certificate of New Jersey Mortgage's corporate secretary as to the incumbency and authenticity of the signatures of the officers of New Jersey Mortgage executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) American Business Credit's articles of incorporation as certified by the Secretary of State of the Commonwealth of Pennsylvania, bylaws certified by the corporate secretary of American Business Credit, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (6) A resolution of the board of directors of American Business Credit, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by American Business Credit pursuant to this Agreement. (7) A certificate of American Business Credit's corporate secretary as to the incumbency and authenticity of the signatures of the officers of American Business Credit executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (8) Upland's articles or certificate of incorporation as certified by the Secretary of State of the Commonwealth of Pennsylvania, bylaws certified by the corporate secretary of Upland, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (9) A resolution of the board of directors of Upland, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by Upland pursuant to this Agreement. (10) A certificate of Upland's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Upland executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (11) Financial statements of the Guarantor and its Subsidiaries, on a consolidated and consolidating, basis containing a balance sheet as of June 30, 1999, and related statements of income, changes in stockholders' equity and cash flows for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements. (12) Financial statements of the Guarantor and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Guarantor's most recent audited financial statements. (13) The Guaranty, in the form attached hereto as Exhibit B, duly executed by the Guarantor. (14) Copies of the Guarantor's articles or certificate of incorporation as certified by the Secretary of State of Delaware, bylaws certified by the corporate secretary of the Guarantor, and certificates of good standing issued by the Secretary of State dated no less recently than 90 days prior to the date of this Agreement. (15) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement. (16) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (17) A favorable written opinion of counsel to the Borrowers and the Guarantor (or of separate counsel at the option of the Borrowers and the Guarantor), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender. (18) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for the Borrowers and the Guarantor, which searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder. (19) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section hereof, all in form and substance satisfactory to Lender the Lender. (the date on which 20) Copies of each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals Borrowers' errors and omissions insurance policies or mortgage impairment insurance policies and blanket bond coverage policies, or certificates in lieu of the Loan Documents and policies, all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable content satisfactory to the Lender;, showing compliance by the Borrowers as of the date of this Agreement with the related provisions of Section _________ hereof. (21) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (22) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (23) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (24) Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Borrowers in the conduct of its business. (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan All directors, officers and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies shareholders of the Certificate of Incorporation Borrowers and the BylawsGuarantor, as amended through all Affiliates of the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where Borrowers or the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantGuarantor, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment any Subsidiary of the Facility Charge and reimbursement Borrowers, or the Guarantor, to which any of Lender’s current expenses reimbursable pursuant to the Borrowers shall be indebted as of the date of this Agreement, which amounts may be deducted from indebtedness has a term of more than 1 year or is in excess of $25,000, shall have subordinated such indebtedness to the initial Advance; Obligations (g) Landlord Consents or Bailee Agreementsunless such indebtedness is already subordinated to the Lender's satisfaction), as applicableby executing a Subordination of Debt Agreement, for in the premises where form of Exhibit F hereto; and the Financed Equipment willLender shall have received an executed copy of any such Subordination of Debt Agreement, upon completion of transit, be located; provided, that up to $3,750,000 certified by the corporate secretary of the initial Advance may Borrowers to be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents true and complete and in respect full force and effect as of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect date of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered furnished to Lender each of the Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a A certificate of good standing for Borrower from its state the Borrower, certified by the appropriate governmental officer of incorporation the State of Maryland, and similar certificates from all other jurisdictions in which it does business and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a A certificate of incumbency as to good standing for each Subsidiary from its state of formation; (iv) Copies, certified by an officer of the Borrower, of the formation documents (including by-laws), of Borrower who is and each Subsidiary, together with all amendments thereto; (v) An incumbency certificate, executed by an officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fvi) payment Copies, certified by the Secretary or Assistant Secretary, of the Facility Charge Borrower’s Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to this Agreement, which amounts may be deducted from executed and delivered by the initial AdvanceBorrower hereunder; (gvii) Landlord Consents A written opinion of the Borrower’s and Subsidiaries’ counsel, addressed to the Lenders in substantially the form of Exhibit C hereto; (viii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Bailee Agreements, Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Borrowing Date), such International Based Financed Equipment is relocated to such foreign premises; (hix) The most recent financial statements of the Borrower and a Consent Letter certificate from each Incumbent Lenderan officer of the Borrower that no material adverse change in the Borrower’s financial condition has occurred since the date of such statements; (ix) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased Borrower from the State of Maryland; (xi) Written money transfer instructions, in substantially the form of Exhibit F hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the proceeds of the initial AdvanceAgent may have reasonably requested; and (jxii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. Borrower The obligation of the Banks to make the initial Advance is subject to the satisfaction, in the sole discretion of the Banks, on or before the date thereof of the following conditions precedent: (a) The Banks shall have delivered to Lender each received counterparts of the following, all of which must be satisfactory in form and content to the Agent, in its sole discretion: (1) The Notes duly executed by the Company; (2) The Guarantees, in the form attached hereto as Exhibit B, duly executed by the Guarantors; (3) Certified copies of the Company's articles of incorporation and bylaws, and certificates of good standing dated no less recently than three (3) months prior to the date of the initial Advance; (4) A written opinion of counsel to the Company and the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Banks, dated as of, or prior to, the date of the initial Advance, addressed to the Banks and the Agent, substantially in the form attached hereto as Exhibit I. (5) An original resolution of the board of directors of each of PMC and RF Properties, certified as of the date of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Notes, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the Notes and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Agent being entitled to rely thereon until a new such certificate has been furnished to the Banks); (7) Original independently audited financial statements of the Company (and their Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet and related statements of income and retained earnings (the "Statement Date") and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to the Banks; (8) Financial statements of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to Lender the Agent; (the date on which each 10) Copies of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of the Loan Documents and policies, all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable content satisfactory to Lenderthe Agent, showing compliance by the Company as of the date of the initial Advance with the related provisions of Section 6.8 hereof; (11) With respect to each Advance, a copy of irrevocable instructions to the Investor stating that payment for the Mortgage Loan will be remitted to the Banks in the form of Exhibit J; (12) A power of attorney in the form of Exhibit K; and (13) A Master Bailee Agreement for Foreclosure Loans in the form of Exhibit L. (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) At the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies sole discretion of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsBanks, the WarrantBanks may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment each of the Facility Charge and reimbursement Guarantors, to whom or to any of Lender’s current expenses reimbursable pursuant to whom the Company shall be indebted as of the date of this Agreement, which amounts may be deducted from to execute a Subordination of Debt Agreement, in the initial Advance; (g) Landlord Consents or Bailee Agreementsform of Exhibit F hereto; and the Banks shall have received an executed copy of said Subordination of Debt Agreement, as applicable, for certified by the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 corporate secretary of the initial Advance may Company to be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents true and complete and in respect full force and effect as of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect date of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Provided that no Event of Default has occurred and is continuing, Borrower shall have delivered be entitled to Lender each of receive the following, in form and substance satisfactory to Lender (the date on which each of Initial Advance once the following shall conditions have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) executed originals Lender shall have received (i) a copy of Borrower’s Articles of Organization, certified as of a recent date by the Maryland Secretary of State, and (ii) Borrower’s Operating Agreement and a copy of a resolution of Borrower’s member authorizing the Loan transaction and the execution and delivery of the Loan Documents Credit Agreement, each certified by Borrower’s Secretary; (b) Lender shall have received (i) a copy of Guarantor’s Articles of Incorporation, certified as of a recent date by the Minnesota Secretary of State, and all (ii) Guarantor’s Bylaws and a copy of a resolution of Guarantor’s board of directors authorizing the execution and delivery of the Guaranty and the Minnesota Mortgage; (c) Lender shall have received the Note fully executed by Borrower; (d) Lender shall have received the Mortgage and Assignment of Rents, each fully executed by Borrower or Guarantor, as the case may be; (e) Lender shall have received a paid Title Insurance Policy; (f) [RESERVED]; (g) Lender shall have received the Pledge and Security Agreement fully executed by Borrower; (h) Lender shall have received a building permit and/or such other documents approvals, licenses or permits from the applicable Governmental Authorities as are necessary or convenient for the construction of the New Improvements and instruments reasonably required that are effective as of the date construction commences on the New Improvements and that remain effective throughout the Premises construction and development process; (i) [RESERVED]; (j) Lender shall have received the Appraisal which shall show the value of the Premises to equal or exceed $50,300,000 “as completed”; (k) Lender shall have received the Approved Budget; (l) [RESERVED]; (m) Lender shall have received the Phase 1 Plans; (n) [RESERVED]; (o) Lender shall have received a flood hazard letter, in form satisfactory to Lender, from Borrower’s insurance company or any other third party approved by Lender certifying that no part of the Premises lies within a flood hazard or flood prone area or, alternatively, a certificate of flood insurance in accordance herewith; (p) Lender shall have received the Unconditional Guaranty executed by the Guarantor; (q) [RESERVED]; (r) Lender shall have received a completed Application for Advance for the Initial Advance substantially in the form of EXHIBIT D attached hereto; (s) Lender shall have received such affidavits and endorsements as the Title Company may reasonably require to effectuate issue the transactions contemplated hereby or to create and perfect Title Insurance Policy; (t) [RESERVED]; (u) Lender shall have received the Liens of Lender with respect to all Collateral, in all cases Construction Contract from the Contractor in form and substance reasonably acceptable to Lender; (bv) certified copy of resolutions of Borrower’s board of directors evidencing Lender shall have received written site plan approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyapplicable Governmental Authorities; (cw) certified copies Lender shall have received an agreement executed by the State of Maryland Department of Natural Resources in form and substance reasonably acceptable to Lender which at a minimum provides the Lender with the assurances described in Section 10.5 of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of BorrowerGround Lease; (dx) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where Lender shall have received the failure to be qualified would have a Material Adverse Effectfully executed Disbursement Agreement; (ey) Lender shall have received a fully executed Consent to Collateral Assignment of Architect’s Contract in form and substance reasonably acceptable to Lender; (z) Lender shall have received a fully executed Consent to Collateral Assignment of Construction Contract in form and substance reasonably acceptable to Lender; (aa) Lender shall have received a copy of a certificate evidencing a commercial general liability policy in form and substance reasonably acceptable to Lender and issued by an insurance company that is reasonably acceptable to Lender, that notes Lender as an additional insured party thereunder; (bb) [RESERVED]; (cc) Lender shall have received evidence that fifty percent (50%) of incumbency the Project costs as shown on the Approved Budget have been paid by the Borrower to each officer third parties; (dd) Lender shall have received an origination fee from Borrower equal to $175,000; (ee) To the extent that any construction has commenced on the Project and/or to the extent that funds for the construction of Borrower who is authorized to execute the Loan DocumentsProject are sought in connection with the Initial Advance, the Warrant, conditions set forth in Section 2.04 shall also have been satisfied; and (ff) Lender shall have received any and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestrequire.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each Agent the following: (a) duly executed copies of the following, in form and substance satisfactory acceptable to Lender Agent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof; (iv) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date on which each by the jurisdiction of organization of such Borrower as in effect as of the following shall have been so delivered is referred to herein Closing Date; (B) the bylaws, operating agreement or similar governing document of such Borrower, as in effect as of the “Effective Closing Date”): ; (aC) executed originals resolutions of such Borrower’s Board evidencing approval of the Loan and other transactions contemplated by the Loan Documents, as in effect as of the Closing Date; (D) resolutions of the holders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, to the extent required by the applicable Organizational Documents; and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (v) a duly executed certificate of an officer of Parent certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of each Platform Company, as in effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company; (C) copies of all Equity Documents in effect as of the Closing Date; and (D) a summary capitalization table of each Platform Company; (vi) a legal opinion of Borrowers’ counsel; (vii) any other Loan Documents; and (viii) all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral. (b) all originals certificates evidencing Pledged Collateral pledged pursuant to Section 3.3 together with any transfer powers or other instruments of transfer, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyAgent; (c) certified copies of the Certificate of Incorporation all consents, waivers, notices and the Bylaws, as amended through the Closing Date, of Borrowerother documents set forth on Schedule 5.15(ii); (d) a certificate of good standing for each Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gf) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jg) such other documents as Lender Agent may reasonably request. Notwithstanding the foregoing, to the extent any of the above closing conditions is set forth on Schedule 7.19, Borrowers may deliver the same when required to be delivered pursuant to Schedule 7.19.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered received the following for the account of the Lenders (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by each Lender: (i) the Notes; (ii) the Guaranty Agreements from Guarantors not party hereto; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; (iv) an incumbency certificate containing the name, title and genuine signatures of each of the following, Borrowers' Authorized Representatives; (b) the Agent shall have received for itself the arrangement fee called for hereby; (c) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Hub Group in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Agent and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerits counsel; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which the Agent shall have received evidence reasonably satisfactory to it does business and where that the failure aggregate consideration to be qualified would have expended by the Hub Group for Hub Chicago's acquisition of all limited partnership interests in the Hub Partnerships shall not exceed $120,000,000 and shall be pursuant to a Material Adverse Effectpurchase agreement all in form and substance satisfactory to the Agent and the Required Lenders; (e) the Agent shall have received evidence reasonably satisfactory to it that the Public Hub Company shall have received proceeds of at least $40,000,000 (net only of reasonable underwriting discounts and commissions and other ordinary and necessary out-of-pocket expenses incurred by Hub Chicago directly incurred and payable as a certificate result of incumbency as to each officer such issuance) out of Borrower who is authorized to execute the Loan Documentsproceeds of the Bridge Financing or at least $50,000,000 out of the proceeds of the Senior Note Offering, the Warrant, that such indebtedness will be incurred on terms and all other documents and instruments to be delivered pursuant under agreements reasonably acceptable to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerAgent; (f) payment the Agent shall have received for the account of the Facility Charge Lenders a good standing certificate for each Borrower and reimbursement Guarantor (dated as of Lender’s current expenses reimbursable pursuant the date no earlier than 10 days prior to this Agreement, which amounts may be deducted the date hereof) from the initial Advance;office of the secretary of state of the state of its organization; and (g) Landlord Consents or Bailee Agreements, as applicable, the Agent shall have received for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 account of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request.

Initial Advance. The Existing Revolving Credit Agreement and the Existing Term Loan Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Lead Arrangers and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) Certificates of good standing for the Borrower and the Guarantors, from the applicable State of formation, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsGuarantors, as amended through certified by an officer of the Closing DateREIT on behalf of the REIT, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower and the Guarantors, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower and the Guarantors (and with respect to the resolutions of the board of directors of the REIT certified by a certificate Secretary or an Assistant Secretary of incumbency as the REIT), authorizing the Advances provided for herein, with respect to each officer of the Borrower who is authorized to execute and the Loan Documents, the WarrantGuarantors, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Borrower and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerGuarantors; (f) payment A written opinion of the Facility Charge Borrower’s and reimbursement Guarantors’ counsel and of Lenderthe REIT’s current expenses reimbursable pursuant special Maryland counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower and the Guarantors are true and correct, (iii) neither the Borrower and the Guarantors nor the Unencumbered Pool Properties have suffered any material adverse changes since August 1, 2019, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or the Guarantors or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or the Guarantors or any transaction contemplated hereby or on the ability of the Effective Date (Borrower or any subsequent Advance Date with respect the Guarantors to any International Based Financed Equipment not financed on perform their respective obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the REIT; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) Evidence satisfactory to Administrative Agent of payment in full of all obligations under the Capital One Term Loan Agreements, or that such obligations shall be paid in full with the initial Advance hereunder upon the effectiveness of this Agreement; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, and a Beneficial Ownership Certification; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered Lender's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender each of must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of New York, Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the officers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Fiscal year-end financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2002 and related statements of income, changes in stockholders' equity and cash flows for the period ended on that date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods and accompanied by (A) an opinion as to those financial statements in form and substance satisfactory to Lender and prepared by independent certified public accountants of recognized standing acceptable to Lender and (B) any management letters, management reports or other supplementary comments or reports delivered by those accountants to Borrower or its board of directors. (7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of March 31, 2003, and a related statement of income, for the period ended on that date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements. (8) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (10) Copies of the certificates, documents or other written instruments that evidence Borrower's eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (11) Copies of Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (12) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (13) One or more agreements among Borrower, Lender and Xxxxxx Mae in which Xxxxxx Xxx agrees to send all cash proceeds of Mortgage Loans sold by Borrower to Xxxxxx Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender. (14) Receipt by Lender of any fees due on the date of this Agreement. (b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender each make the initial Advance hereunder unless the General Partner (in its capacity as the general partner of the following, in form Borrower and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):Guarantor) and the Borrower have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate certificate of Incorporation limited partnership of the Borrower, together with all amendments, and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing or partnership qualification (if issued), both certified by the appropriate governmental officer of the State of Tennessee, and foreign qualification certificates, certified by the appropriate governmental officer, for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and each jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies, certified by an officer of the General Partner of the Borrower, of its Partnership Agreement, together with all amendments; (iv) Copies of the formation and organizational documents of the Trust, together with all amendments, and a certificate of incumbency as to each good standing, both certified by the appropriate governmental officer of Borrower who is the State of Maryland, and foreign qualification certificates, including, but not limited to, a Certificate of Trust filed with the Secretary of State of Maryland, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; (v) An incumbency certificate, executed by an officer of the General Partner, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fvi) payment Copies of the Facility Charge articles of incorporation of the General Partner, together with all amendments, and reimbursement a certificate of Lender’s current expenses reimbursable pursuant good standing, both certified by the appropriate governmental officer of the State of Tennessee, and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to this Agreement, which amounts may so qualify or be deducted from the initial Advancelicensed (if required) would have a Material Adverse Effect; (gvii) Landlord Consents Copies, certified by the Secretary or Bailee AgreementsAssistant Secretary of the General Partner, of its by-laws, together with all amendments, and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the borrowing provided for herein and the execution, delivery and performance of the Loan Documents by the General Partner to be executed and delivered by it hereunder on behalf of itself and the Borrower and of the Guaranty by the General Partner and Trust in their capacity as applicablethe Guarantors; (viii) An incumbency certificate, for executed by the premises where Secretary or Assistant Secretary of the Financed Equipment willGeneral Partner and Trust, upon completion respectively, which shall identify by name and title and bear the signature of transitthe officers of the General Partner and Trust authorized to sign this Agreement and the Guaranty; (ix) A written opinion of the Borrower, be located; providedGeneral Partner and Trust's in-house general counsel, addressed to the Lenders in substantially the form of Exhibit "D" hereto; (x) A certificate, signed by an officer of the General Partner of the Borrower, stating that up to $3,750,000 on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower and the General Partner are true and correct as of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Borrowing Date), such International Based Financed Equipment is relocated to such foreign premises; (hxi) The most recent financial statements of the General Partner and the Borrower and a Consent Letter certificate from each Incumbent Lenderan officer of the General Partner that no material adverse change in the Borrower's or General Partner's financial condition has occurred since the date of such statements; (ixii) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased with Borrower, General Partner and the proceeds of the initial Advance; andTrust from Maryland and Tennessee; (jxiii) Written money transfer instructions, in substantially the form of Exhibit "G" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiv) Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and all the other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower who is Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment UCC financing statement, judgment, and tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from their respective states of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advanceorganization; (gx) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Administrative Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Administrative Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseshave reasonably requested; (hxi) a Consent Letter from Evidence that all upfront fees due to each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to of the Financed Equipment purchased with Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xii) Delivery of all Eligible Borrowing Base Property Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Initial Borrowing Base Properties, which must be comprised of at least four Borrowing Base Properties having a Borrowing Base Value of at least $50,000,000; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. In the case of the initial Advance or Letter of Credit: 5.2.1. receipt by the Lender of the following: (i) copies of the Articles or Certificates of Incorporation, and all amendments thereto, of each Borrower shall have delivered to Lender and the Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation of each such Borrower or the Guarantor, as applicable, dated a current date, and one executed by an authorized representative of each of the followingBorrowers and the Guarantor, as applicable, dated the Closing Date; (ii) copies of the Bylaws, and all amendments thereto, of each of the Borrowers and the Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative of each such Borrower and the Guarantor, as applicable, dated the Closing Date; (iii) certificates of the appropriate Tribunals of each jurisdiction in which each of the Borrowers or the Guarantor has an executive office or principal place of business, each of the Borrowers or the Guarantor was formed or in which any Collateral is located (if any Borrower or the Guarantor is required to qualify to do business in such state), each dated a current date, to the effect that each such Borrower or the Guarantor, as applicable, is in good standing with respect to the payment of franchise and/or other Taxes and, if required by law, are duly qualified to transact business in such jurisdictions; (iv) certificates of incumbencies and signatures of all officers of each of the Borrowers and the Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of each such Borrower and the Guarantor, as applicable, executed by an authorized representative of each such Borrower and the Guarantor, as applicable, dated the Closing Date; (v) copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the Board of Directors (or authorized body serving a similar function) of each of the Borrowers and the Guarantor, as applicable accompanied by certificates of an authorized representative of each such Borrower and the Guarantor, as applicable, that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the Board of Directors (or authorized body serving a similar function) of each such Borrower or the Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Closing Date; 5.2.2. receipt by the Lender of the duly executed Note in the Commitment Amount, dated the Closing Date; 5.2.3. receipt by the Lender of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person; 5.2.4. receipt by the Lender from the Guarantor of the stock certificates of each Borrower representing the entirety of all Equity Interests issued by each of the Borrowers together with stock powers related thereto executed in blank; 5.2.5. receipt by the Lender of a certificate of ownership interests in form and substance satisfactory to Lender (the date on which Lender, certifying as to the ownership interests of each of the following shall have been so delivered is referred Borrowers in its Oil and Gas Properties; 5.2.6. receipt by the Lender of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to herein the Lender concurrently with the Closing; 5.2.7. receipt by the Lender of the results of searches of the UCC records of the Secretaries of State of the States of Texas, Oklahoma, Kansas, Arkansas, New Mexico, Wyoming and Delaware from a source acceptable to the Lender reflecting no Liens in such records against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Lender concurrently with the Closing; and 5.2.8. receipt by the Lender of such additional information and documentation as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments Lender may reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant require relating to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge transactions contemplated hereby and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestthereby.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals copies of the Loan Documents Documents, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified other than those listed in Section 7.24, duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property maintained by Borrower or any Subsidiary (other than Excluded Account); (c) a legal opinion of Bxxxxxxx’s counsel in form and substance reasonably acceptable to Agent; (d) copy of resolutions of each Borrower’s board Board of directors Directors, certified by an officer of such Bxxxxxxx, evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan Documents; and , (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (ce) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (eg) certified copies, dated as of a certificate recent date, of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowersearches for financing statements; (fh) filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements (other than those constituting Permitted Liens) have been or, in connection with the initial Term Loan Advance, will be terminated or released; (i) payment of the Due Diligence Fee (which has been paid prior to the Closing Date), Initial Facility Charge and reimbursement of LenderAgent’s and Lxxxxxx’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gj) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (hk) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy required hereunder; (il) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance[Reserved]; (m) [Reserved]; (n) [Reserved]; and (jo) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Note, payable to the order of each of the Lenders, this Agreement, the Parent Guaranty, the Collateral Assignments, and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, the Parent Guarantor and Owner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or any such Parent Entity or the Owner; (v) Copies, certified by a Secretary or an Assistant Secretary of the Parent Guarantor, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity hereunder; (vi) A written opinion of the Borrower’s and Parent Guarantor’s counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (vii) A copy of the Commitment Letter; (viii) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to GPLP and Owner from Kansas and Delaware; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that the upfront fees due under Section 2.4 has been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) There is no event of default under the GPLP Revolver; (xiv) A survey for the Collateral Asset in a form satisfactory to counsel for the Administrative Agent; (xv) A copy of the owner’s title policy (or policies), showing no exceptions to title except such as may be approved by the Administrative Agent; (xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a certificate policy of incumbency flood insurance which (A) covers any parcel of the Collateral Asset and (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as to each officer of Borrower who is authorized to execute a special flood hazard area by the Loan DocumentsFederal Emergency Management Agency or other agency, the Warrant, and all other documents and instruments certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xvi) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxvii) payment A copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvii) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases on any leases with Major Tenants thereof; (xviii) The results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xix) Evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance shall have been satisfied; (xx) A current rent roll and current operating statements for the Collateral Asset; (xxi) A current engineer’s report on the condition of the improvements upon the Collateral Asset; (xxii) A current Phase I environmental assessment report and certification (or updated report and recertification) for the Collateral Asset; (xxiii) Evidence of the closing of Owner’s acquisition of the Collateral Asset; and (jxxiv) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Borrower may make a request (“Initial Advance Request”) for the Lender to make the Initial Advance. If all conditions contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted]; (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Commitment Termination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Book Managers and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDisclosure Letter; (b) Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsBorrower, as amended through certified by an officer of the Closing DateBorrower, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower), authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment A written opinion of the Facility Charge and reimbursement of LenderBorrower’s current expenses reimbursable pursuant counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the initial Advance may be used for Borrower, stating that on the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Agreement Effective Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Effective Date (or any subsequent Advance Date with respect Borrower to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) A Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Agreement Date; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and the Parent Entities from its state their states of incorporation organization, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and the Parent Entities, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Parent Entity to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Parent Entities, certified by an officer of the Borrower who is or such Parent Entity, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Parent Entities, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrowersuch parities, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of Borrowerany change in writing by the Borrower or any such Parent Entity; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge applicable Parent Entities, of the Board of Directors' resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the Parent Entities: (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower and each of the Parent Entities from the state of its organization and the state in which its principal place of business is located; (x) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A current compliance certificate in the form of Exhibit B, utilizing the new covenants established herein and executed by the Borrower's chief financial officer or chief operating officer; (xii) A fully executed copy of the Fee Letter between the Borrower and the Administrative Agent; (xiii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiv) Evidence that any lenders under the Existing Agreement not continuing as Lenders hereunder have consented to such fact; and (jxv) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a certificate of incumbency as evidence reasonably satisfactory to Agent that Borrower has received at least Twenty Million Dollars ($20,000,000.00) in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from one or more bona fide equity financings, in each officer of Borrower who is authorized to execute the Loan Documentscase after December 16, the Warrant, 2019 and all other documents and instruments to be delivered pursuant prior to the Loan Documents and the Warrant on behalf of BorrowerClosing Date, including, without limitation, the chief financial officer of Borrowerin each case subject to verification by Agent (including supporting documentation reasonably requested by Agent); (fg) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (ji) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower The obligations of the Lenders to fund their respective Funding Shares of the initial Advance under this Agreement are subject to the Companies' fulfillment of the following conditions precedent: (a) The Agent shall have delivered received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to Lender the Agent in its sole discretion: (1) This Agreement duly executed by all parties; (2) The Senior Credit Notes, each duly executed by the Companies; (3) the Guaranty, duly executed by the Parent; (4) the 3/02 Security Agreement - Residual Interest Certificates, duly executed by ABFSR2002, and its related financing statement; (5) the original Residual Interest Certificates, either endorsed to reflect a complete chain of title from the original owner to ABFSR2002 or reissued to reflect ABFSR2002 as owner, together with a bond power for each duly executed by ABFSR2002, completed in all respects except that the places for the name of the attorney in fact appointed thereby and the name of the transferee shall be left blank, sufficient for transferring ownership of each Residual Interest Certificate; (6) a duly executed and notarized Transfer Affidavit and Agreement and Transfer Certificate (in the respective forms attached as an exhibit to the Pooling and Servicing Agreement), completed in all respects except that the places for the name of any attorney in fact appointed thereby to transfer the Residual Interest Certificates and the name of the transferee shall be left blank; (7) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Companies; (8) a current UCC search report of a UCC filings search in the Office of the Secretary of State of the State of Pennsylvania for the Parent and each of the followingCompanies except ABMS, and in the Office of the Secretary of State of New Jersey for ABMS, and in the office of the Secretary of State of Delaware for ABFSR2002; (9) The Custody Agreement duly executed by the Companies and Chase as Custodian(1); (10) Copies of the articles or certificates of incorporation for TRC and ABFSR2002 certified by the Secretary of State or comparable officer of the State of such Company's incorporation and a copy of the bylaws each such Company and all amendments to each, certified by such Company's secretary or assistant secretary; (11) Copies of all amendments, if any, to each Company's (other than TRC and ABFSR2002) and the Parent's articles or certificate of incorporation adopted since December 1, 2000, certified by the Secretary of State or comparable officer of the State of such company's incorporation and a copy of all amendments, if any, to its bylaws adopted since December 1, 2000, certified by such Company's (or the Parent's, as the case may be) secretary or assistant secretary; (12) A favorable written opinion of counsel to the Companies and the Parent(1) dated on or before the date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to Lender the Agent and its legal counsel (opinions required to be included therein are set forth in Exhibit G); (13) A copy of the resolutions of each Company's and the Parent's boards of directors, certified as of the date on which each of the following shall have been so delivered is referred to herein as initial Advance by the “Effective Date”): relevant Company's or the Parent's corporate secretary, authorizing the execution, delivery and performance (ai) executed originals by each Company of this Agreement, the Loan Documents Senior Credit Notes, the Custody Agreement(1) and all other documents Facilities Papers to be delivered by the Companies pursuant to this Agreement, and instruments reasonably required (ii) by Lender to effectuate the transactions contemplated hereby or to create and perfect Parent of the Liens of Lender with respect to all CollateralGuaranty Confirmation, in all cases in form and substance reasonably acceptable to Lenderrespectively; (b14) certified copy A certificate of resolutions of Borrower’s board of directors evidencing approval of each Company's and the Guarantor's corporate secretary as to (i) the Loan incumbency of (x) the officers of the Company executing this Agreement, the Senior Credit Notes, the Custody Agreement(1), each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (y) the officers of the Parent executing the Guaranty Confirmation, respectively, and (ii) the Warrant authenticity of their signatures -- and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Agent and the Lenders shall be entitled to rely on that certificate until the relevant Company or the Guarantor, as applicable, has furnished a new certificate to the Agent); (15) An Officer's Certificate for each Company dated the date of the initial Advance and certifying that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any of the Central Elements relative to the Company; and (16) Copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Companies' industry, all in form and content reasonably satisfactory to the Agent. (b) All directors and officers of any Company, all shareholders of any Company and all Affiliates of any Company or the Parent or any Subsidiary of any of the Companies, to whom or which any of the Companies shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, shall have caused such Debt -- excluding only the debts and obligations described on Schedule 8.1(b) to this Agreement -- to be Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Agent a Subordination Agreement substantially in the form of Exhibit C and taking all other steps, if any, required to cause such Debt to be Subordinated Debt, as so defined, and the corporate secretary of the relevant Company or the Parent (as the case may be) shall have certified each such Subordination Agreement executed to satisfy the requirements of this Subsection to be true, complete and in full force and effect as of the date of the Advance. (c) certified copies Payment to the Agent of the Certificate of Incorporation Facility Fee (for deposit in the Note Payment Account and Pro Rata distribution to the Bylaws, as amended through the Closing Date, of Borrower; (dLenders) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents fees and instruments to be delivered pursuant expenses (including the disbursements and reasonable fees of the Agent's and the Lenders' attorneys, subject to the Loan Documents limitation specified in Section 13.1(a)) of the Agent and the Warrant on behalf of Borrower, including, without limitation, Lenders accrued and billed for to the chief financial officer of Borrower; (f) payment date of the Facility Charge Company's execution and reimbursement delivery of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Bank shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has finished to Lender each the Bank: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as the “Effective Date”):Borrower, together with all amendments, and a certificate of good standing, both certified by an Authorized Officer. (aii) executed originals Copies, certified by the Clerk or Assistant Clerk of the Borrower, of its by-laws and of its Board of Directors' resolutions authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;which it is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Clerk or Assistant Clerk of the Certificate Borrower, which shall identify by name and title and bear the signature of Incorporation and the Bylaws, as amended through officers of the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Warrant on behalf Bank shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge and reimbursement General Counsel of Lender’s current expenses reimbursable pursuant the Borrower, addressed to this Agreement, which amounts may be deducted from the initial Advance;Bank in substantially the form of Exhibit "B-1" hereto. (gvi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion A written opinion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Massachusetts counsel to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Borrower addressed to the disbursement Bank in substantially the form of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Exhibit "B-2" hereto. (hvii) a Consent Letter from each Incumbent Lender;A written opinion of Masuda, Funai, Eifexx & Xitcxxxx, Xxd., special counsel to the Borrower, addressed to the Bank in substantially the form of Exhibit "B-3" hereto. (iviii) a Release Letter from each Incumbent Lender with respect A written opinion of Dundas & Wilsxx, Xxited Kingdom counsel to Enesco p1c, addressed to the Financed Equipment purchased with Bank in substantially the proceeds form of the initial Advance; andExhibit "B-4" hereto. (jix) such other documents as Lender may reasonably requestA written opinion of Osler, Hoskxx & Xarcourt, counsel to N.C. Cameron & Sons Limited, addressed to the Bank in substantially the form of Exhibit "B-5" hereto. (x) A written opinion of Bakex xxx McKexxxx, xxunsel to Enesco International (H.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Environmental Indemnity and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, the Parent Entities and Owner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or any such Parent Entity or the Owner; (v) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency the Parent Entities, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity hereunder; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A written opinion from counsel in Kansas, in form and substance satisfactory to Administrative Agent, as to the enforceability of the Mortgage encumbering the Collateral Asset; (viii) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to GPLP and Owner from Kansas, Ohio and Delaware; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that all upfront fees due to each officer of Borrower who the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) There is authorized no event of default under the GPLP Revolver; (xiv) The Administrative Agent shall have received a survey for the Collateral Asset certified as set forth in Schedule 5 attached hereto to execute the Loan DocumentsAdministrative Agent and in a form satisfactory to counsel for the Administrative Agent; (xv) The Administrative Agent shall have received in respect of the Collateral Asset a title policy (or policies) complying with the requirements as set forth in Schedule 6 attached hereto, showing no exceptions to title other than those permitted under the WarrantMortgage, except such as may be approved by the Administrative Agent, naming the Administrative Agent for the benefit of the Lenders as the insured under such policy and containing such endorsements as may be available in the applicable jurisdiction and as the Administrative Agent may require. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of any endorsements, and all charges for mortgage recording tax, if any, have been paid; (xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other documents applicable agency, the Administrative Agent shall have received (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by the Mortgage and instruments (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xvi) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxvii) payment The Administrative Agent shall have received a copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvii) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases on any leases with Major Tenants thereof; (xviii) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xix) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance as set forth in Schedule 7 attached hereto shall have been satisfied; (xx) The Administrative Agent shall have received a current rent roll and current operating statements for the Collateral Asset; (xxi) The Administrative Agent shall have received the most recent engineer's report on the condition of the improvements upon the Collateral Asset in Borrower's possession; (xxii) The Administrative Agent shall have received the most recent Phase I report and certification (or updated report and recertification) for the Collateral Asset in Borrower's possession; and (jxxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: (a) The Lender shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Note and this Agreement duly executed by the Borrowers. (2) NFI's articles or certificate of incorporation as certified by the Secretary of State of NFI's incorporation, bylaws certified by the corporate secretary of NFI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (3) A resolution of the board of directors of NFI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NFI pursuant to this Agreement. (4) A certificate of NFI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NFI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Financial statements of NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income and changes in stockholders' equity for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements. (6) Financial statements of NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NFI's most recent audited financial statements. (7) NMI's articles or certificate of incorporation as certified by the Secretary of State of NMI's incorporation, bylaws certified by the corporate secretary of NMI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (8) A resolution of the board of directors of NMI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NMI pursuant to this Agreement. (9) A certificate of NMI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NMI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (10) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements. (11) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NMI's most recent audited financial statements. (12) NCI's articles or certificate of incorporation as certified by the Secretary of State of NCI's incorporation, bylaws certified by the corporate secretary of NCI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (13) A resolution of the board of directors of NCI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NCI pursuant to this Agreement. (14) A certificate of NCI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NCI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (15) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income and changes in stockholders' equity other than income or loss for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods. (16) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NCI's most recent audited financial statements. (17) The Guaranty, in the form attached hereto as Exhibit B, --------- duly executed by the Guarantor. (18) Copies of the Guarantor's articles or certificate of incorporation as certified by the Secretary of State of the State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated no less recently than 90 days prior to the date of this Agreement. (19) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement. (20) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (21) Financial statements of the Guarantor containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods. (22) A favorable written opinion of counsel to the Borrowers and the Guarantor (or of separate counsel at the option of the Borrowers and the Guarantor), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, --------- addressed to the Lender. (23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrowers and the Guarantor, which searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder. (24) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 0 hereof, all in form and substance satisfactory to Lender the Lender. (the date on which each 25) Copies of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of the Loan Documents and policies, all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable content satisfactory to the Lender;, showing compliance by the Borrowers as of the date of this Agreement with the related provisions of Section 0 hereof. (26) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (27) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (28) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (29) Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Borrowers in the conduct of its business. (30) Before any Advance is requested for Xxxxxx Mae- committed Mortgage Loans, an agreement among NMI, the Lender and Xxxxxx Xxx, pursuant to which Xxxxxx Mae agrees to send all cash proceeds of Mortgage Loans sold by NMI to Xxxxxx Xxx to the Cash Collateral Account. (b) certified copy Except for indebtedness between or among the Borrowers, the Parent or their consolidated Subsidiaries or indebtedness to First Union Corporation or its consolidated Subsidiaries under existing lines of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan credit, all directors, officers and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies shareholders of the Certificate Borrowers, all Affiliates of Incorporation the Borrowers or of any Subsidiary of the Borrowers, and the BylawsGuarantor, to whom or to any of whom the Borrowers shall be indebted as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from indebtedness has a term of more than 1 year or is in excess of $25,000 shall have subordinated such indebtedness to the initial Advance; (g) Landlord Consents or Bailee AgreementsObligations, as applicableby executing a Subordination of Debt Agreement, for in the premises where form of Exhibit F hereto; and --------- the Financed Equipment willLender shall have received an executed copy of any such Subordination of Debt Agreement, upon completion of transit, be located; provided, that up to $3,750,000 certified by the corporate secretary of the initial Advance may Borrowers to be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents true and complete and in respect full force and effect as of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect date of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder at any time prior to the date of this Agreement and unless and until the Borrower shall have delivered has furnished to Lender the Administrative Agent with, in the case of each of the followingLoan Documents, in form and substance satisfactory to Lender sufficient copies for the Lenders: (i) Duly xxxxuted originals of this Agreement. (ii) Duly xxxxuted originals of a Guaranty from each required Guarantor existing at the date on which Effective Date. (iii) Duly xxxxuted originals of a Subordination Agreement from each required Guarantor existing at the Effective Date. (iv) Copies of the following shall have been so delivered is referred to herein as articles of incorporation of the “Effective Date”):Borrower, together with all amendments, and a certificate of good standing, both certified by the Secretary of State of the State of Delaware. (av) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (vi) An incumbency certificate, executed originals by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Administrative Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with Borrower. (vii) With respect to all Collateraleach of the Guarantors, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate its articles of Incorporation incorporation, together with all amendments, and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (viii) With respect to each of the Guarantors, copies, certified by the Secretary or Assistant Secretary of such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for Borrower from its state any Lender) authorizing the execution of incorporation and similar certificates from all other jurisdictions in the Guaranty to which it does business and where the failure to be qualified would have a Material Adverse Effect;is party. (eix) a certificate of incumbency as With respect to each officer of Borrower who is the Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to execute sign the Loan DocumentsGuaranty to which it is party. (x) A certificate, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fxi) payment A written opinion of counsel to the Facility Charge Borrower and reimbursement the Guarantors, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Exhibit D hereto. (gxii) Landlord Consents or Bailee AgreementsTo the extent requested by any Lender, a Note payable to the order of such Lender. (xiii) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as applicable, for the premises where Administrative Agent may have reasonably requested. (xiv) Evidence satisfactory to the Financed Equipment will, Administrative Agent that upon completion of transit, be located; provided, that up to $3,750,000 funding of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lenderhereunder, prior to the disbursement of such Advance, any Landlord Consents in respect all "Obligations" of the premises in Borrower under (and as the continental United States where such International Based Financed Equipment may be located temporarily, so long as term "Obligations" is defined in) the Existing Credit Agreement (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender other than with respect to the Financed Equipment purchased with Existing Letters of Credit) shall have been (or upon the proceeds funding of the initial Advance; and (jfirst Advance hereunder shall be) such other documents as Lender may reasonably requestpaid in full and the credit facility evidenced thereby cancelled.

Initial Advance. Banks shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower shall have delivered has paid to Lender each of Agent the followingfees set forth in the commitment letter (including the letter agreement incorporated therein) dated March 9, 1998 between Agent, SunTrust Equitable Securities Corporation, and Borrower (signed and accepted by Borrower on March 11, 1998), and any other amounts then due pursuant to this Agreement, and Borrower has furnished to Agent with the following in form and substance satisfactory acceptable to Lender Agent: (the date on which each i) Copies of the following shall have been so delivered is referred to herein as certificate of incorporation of Borrower and each Guarantor, together with all amendments, and a certificate of good standing, all certified by the “Effective Date”):appropriate governmental officer in the jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Guaranty. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced Incumbency certificates, executed by the Loan Documents; Secretary or Assistant Secretary of Borrower and (ii) each Guarantor, which shall identify by name and title and bear the Warrant and transactions evidenced thereby; (c) certified copies signature of the Certificate officers of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is such corporation authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf Guaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Agent, Banks and the Issuing Bank shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (iv) A written opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., counsel to Borrower and Guarantors, axxxxxsed xx Xxxnt and Banks in substantially the form of EXHIBIT "F" hereto. (v) A written opinion of general counsel of Borrower, including, without limitation, addressed to Agent and Banks in substantially the chief financial officer form of Borrower;EXHIBIT "G" hereto. (fvi) Notes payable to the order of each of Banks. (vii) Written money transfer instructions, in form acceptable to Agent, addressed to Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Agent may have reasonably requested. (viii) The Guaranty duly executed by Guarantors. (ix) Evidence satisfactory to Agent (A) of payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, in full (which amounts payment may be deducted made from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andAdvance hereunder) of all obligations of Borrower and Guarantors with respect to, and termination of the financing arrangements evidenced by, the Refinanced Loans, and (B) that all Liens securing the obligations and financing arrangements related to the Refinanced Loans shall be discharged promptly, but in no event later than sixty (60) days, following the payment of such obligations. (jx) such Evidence of insurance required pursuant to Section 7.6. (xi) Such other documents as Lender any Bank or Issuing Bank or their respective counsel may have reasonably requestrequested.

Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Bookrunners and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDisclosure Letter; (b) Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsBorrower, as amended through certified by an officer of the Closing DateBorrower, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower), authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment A written opinion of the Facility Charge and reimbursement of LenderBorrower’s current expenses reimbursable pursuant counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the initial Advance may be used for Borrower, stating that on the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Agreement Effective Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Effective Date (or any subsequent Advance Date with respect Borrower to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) A Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Agreement Effective Date; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (iA) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (c) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (d) Incumbency certificates, executed by officers of GPLP, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as one of the Parent Entities, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer the Borrower, and the execution, delivery and performance of Borrower who is authorized to execute the Loan DocumentsDocuments to be executed and delivered by the Borrower and each Parent Entity hereunder; (f) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (h) The most recent financial statements of GPLP; (i) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that the upfront fees due under the fee letter referenced in Section 2.4 have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (k) There is no event of default under the GPLP Revolver; (l) A survey for the Project in a form satisfactory to counsel for the Administrative Agent; (m) An endorsement to the lender’s title policy (or policies) issued under the Existing Loan Agreement, reflecting the recording of the amendments to the Deed of Trust and the Assignment of Rents and Leases and showing no exceptions to title except such as may be approved by the Administrative Agent; (n) If any portion of any buildings included in the Project is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a policy of flood insurance which (A) covers any parcel of the Project and (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Project is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the Warrant, and all other documents and instruments certification of the survey of the Project to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (m) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fo) payment A copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Project referred to, or listed as exceptions to title in, the endorsement to the title policy referred to above and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Project, including without limitation copies of any leases with Major Tenants thereof; (p) The results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Project and the results of such search shall be satisfactory to the Administrative Agent; (q) Evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance shall have been satisfied; (r) A current rent roll and current operating statements for the Project; (s) A current engineer’s report on the condition of the improvements upon the Project; (t) A current Phase I environmental assessment report and certification (or updated report and recertification) for the Project; (u) A written response from any lender under the Existing Loan Agreement which is not continuing as a Lender hereunder to a request made by the Administrative Agent, that such lender is withdrawing as a Lender on the Agreement Execution Date and confirming the amounts due to it upon such withdrawal, (v) An estoppel certificate from the Ground Lessor as to the continuance of the Ground Lease in full force and effect without default; (w) An interest rate cap agreement or interest rate swap agreement for a minimum of seventy-five percent (75%) of Tranche A in form and substance satisfactory to Administrative Agent; (x) The executed Co-Lender Agreement; and (jy) such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s U.S. counsel in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of each Borrower’s board Board of directors Directors (and shareholder, with respect to Replimune UK) evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan DocumentsDocuments (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (iiiv) (A) acknowledging that the Warrant Board of Directors are acting for a proper purpose and transactions evidenced therebythat the Loan Documents are in the best interests of that Borrower and for its commercial benefit; and (B) acknowledging that the relevant Borrower was solvent and there were reasonable grounds to expect that the relevant Borrower would continue to be solvent after executing and complying with its obligations under the Loan Documents; (cd) certified copies of the Certificate of Incorporation constitutional documents and (as applicable) the Bylaws, as amended through the Closing Date, of Borrower; (de) other than with respect to Replimune UK, a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect; (ef) a certificate of incumbency as to each officer a director of Borrower who is authorized to execute Replimune UK confirming that guaranteeing or securing the Loan Documents, the Warrant, and all other documents and instruments would not cause any guaranteeing or similar limit binding on Replimune UK to be delivered pursuant exceeded and certifying that each copy document relating to the Loan Documents it specified in this Section 4, is correct, complete and the Warrant on behalf original of Borrowersuch copy document, including, without limitation, is in full force and effect and has not been amended or superseded as at a date no earlier than the chief financial officer of BorrowerClosing Date; (fg) in respect to any UK PSC Loan Party, a copy of the PSC Register together with confirmation from an authorized signatory that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the shares pledged as Collateral; (h) payment of the Due Diligence Fee, Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement all certificates of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect insurance and copies of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (j) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender Agent the following: (a) executed copies of the Loan Documents (other than landlord waivers (or similar) for each of Borrower’s domestic leased location shall be delivered to Agent within thirty (30) days of the followingClosing Date), Account Control Agreements, a legal opinion of Borrower’s US counsel, in form and substance satisfactory reasonably acceptable to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Agent, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) an original Warrant in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; Documents and (ii) in relation to Parent, the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the BylawsBylaws (or equivalent governing documents), as amended through the Closing Date, of the Borrower; (de) a certificate of good standing (or the foreign equivalent, if and as applicable) for Borrower the Parent from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (which each of the Agent and the Lenders acknowledges has already occurred), the Closing Date Facility Charge and reimbursement of LenderAgent’s current and the Lenders’ reasonable and documented expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion all certificates of transit, be located; provided, that up to $3,750,000 insurance and copies of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (jh) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each of the followingAdministrative Agent with sufficient copies for the Lenders, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):applicable: (a) executed originals Copies of the Loan Documents articles of incorporation of the Borrower, together with all amendments, and all other documents and instruments reasonably required a certificate of existence, each certified by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens appropriate governmental officer in its jurisdiction of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;incorporation. (b) Copies, certified copy by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of Borrower’s board any other body authorizing the execution of directors evidencing approval of (i) the Loan and other transactions evidenced by Papers to which the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;Borrower is a party. (c) certified An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Papers to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the chief financial officer, treasurer, corporate controller or investment portfolio manager of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (e) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit F. (f) Evidence to the satisfaction of the Administrative Agent the “Obligation” under the Original Credit Agreement has been paid in full and the Original Credit Agreement has been terminated. (g) Certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by the Certificate Borrower in connection with this Agreement and any transaction being financed with the proceeds of Incorporation this Agreement, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect an all applicable waiting periods shall have expired an no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds thereof shall be ongoing. (h) Receipt and satisfactory review by the Administrative Agent of the consolidated and consolidating financial statements of the Borrower and its Subsidiaries for the fiscal years ended 2002, 2003 and 2004, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and the Bylawsconsolidated financial statements of the Borrower and its Subsidiaries for fiscal quarter ending September 30, 2005, and such other financial information as amended through the Administrative Agent may request. (i) Certificates of insurance issued on behalf of insurers of the Borrower, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower, naming Administrative Agent as additional insured. (j) Receipt of all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of Borrower;all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Paper and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc. (dk) A duly executed copy of this Agreement, any Notes requested by a certificate Lender pursuant to Section 2.13 payable to the order of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, such requesting Lender and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Papers. (fl) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, A Borrowing Notice for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lenderand a written funds disbursement letter, prior including transfer instructions, addressed to the disbursement of Administrative Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Administrative Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;have reasonably requested. (hm) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Borrower may make a request ("Initial Advance Request") for the Lender to make the Initial Advance. If all conditions contained in this Section 5.1 are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) The receipt by the Lender of the Initial Advance Request; (b) The receipt by the Lender of one or more counterparts of the Cash Management Agreement, dated as of the Initial Closing Date, signed by the Borrower; (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) The receipt by the Lender, dated as of the Initial Closing Date, in form and substance satisfactory to the Lender in all respects, of a certificate favorable opinion of good standing for the Borrower's counsel that, in the event of the bankruptcy of any Person who is not the Borrower, there shall occur no substantive consolidation of the assets of the Borrower from its state with the assets of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectsuch Person; (e) a certificate The receipt by the Lender of incumbency as to each officer fully executed originals of Borrower who is authorized to execute the Loan DocumentsREIT Guaranty, duly executed and delivered by the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerREIT; (f) payment The receipt by the Lender of the Facility Charge and reimbursement of Lender’s current expenses reimbursable Initial Origination Fee pursuant to this AgreementSection 18.2, which amounts may be deducted from the initial AdvanceInitial Due Diligence Fee pursuant to Section 18.3(a), all legal fees and expenses payable pursuant to Section 18.4(a) and all legal fees and expenses payable in connection with the Initial Advance pursuant to Section 18.4(b); (g) Landlord Consents One or Bailee Agreements, as applicable, for more Xxxxxx shall be in effect in accordance with Article XXIII in an aggregate notional principal amount at least equal to the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 aggregate principal sum of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Initial Advance; and (jh) such other documents as Lender may reasonably requestThe satisfaction of all General Conditions set forth in Article XII.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents Documents, Account Control Agreements, a legal opinion of Borrowers’ counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of each Borrower’s board of directors or members or managers as applicable evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, or Certificate of Formation and Operating Agreement, as applicable, each as amended through the Closing Date, of each Borrower; (d) a certificate of good standing for each Borrower from its state of incorporation or formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) evidence of insurance, together with endorsements identifying Lender as additional insured on all liability policies and lender loss payee on all property policies; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion results of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, UCC and (ii) within 90 days of the Effective Date (or any subsequent Advance Date intellectual property searches and with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated Collateral indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to such foreign premisesthe Lender; (h) a Consent Letter from an Advance Request in respect of the Term Loan duly executed by each Incumbent LenderBorrower’s Chief Executive Officer, Chief Financial Officer or President or equivalent position; (i) a Release Letter from each Incumbent Lender with respect certificate, duly executed and certified by Parent Borrower’s Chief Executive Officer, Chief Financial Officer or President, evidencing and certifying to the Financed Equipment purchased with the proceeds Lender, as of the initial AdvanceClosing Date, that Parent Borrowers’ Consolidated Adjusted EBITDA for Three Month Measurement Period ending March 31, 2008 is no less than negative $85,000 dollars (-$85,000); (j) a payoff letter from Sovereign Bank reasonably satisfactory to Lender together with all termination statements and such other documents as may be necessary to discharge all liens and security interest granted by each Borrower, as applicable, in favor of Sovereign Bank; (k) a Borrowing Base Certificate in respect of the Revolving Loan, duly executed by each Borrower’s Chief Executive Officer, Chief Financial Officer or President or equivalent position, dated as of the Closing Date; and (jl) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender the Administrative Agent, with sufficient copies for the Lenders, the following: i. The duly executed originals of the Loan Documents, including the Note, payable to the order of each of the followingLenders, this Agreement, the Parent Guaranty, the Collateral Assignment of Interests, and the other Security Documents; ii. Certificates of good standing for GPLP and Owner from the State of Delaware, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Owner and UPV Glimcher Corporation, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for the state in which the Collateral Asset is located; iii. Copies of the formation documents (including code of regulations, if appropriate) of Loan Parties, certified by an officer of GPLP or of a Parent Entity, as appropriate, together with all amendments thereto; iv. Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party; v. Copies, certified by a Secretary or an Assistant Secretary of a Parent Entity, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Loan Parties hereunder; vi. A written opinion of the Loan Parties' counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; vii. A copy of the Purchase Agreement; viii. A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; ix. The most recent financial statements of GPLP; x. UCC financing statement, judgment, and tax lien searches with respect to GPLP from Delaware and with respect to the General Partner and the Owner from Texas and Delaware; xi. Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; xii. Evidence that the upfront fees due under Section 2.4 has been paid, or will be paid out of the proceeds of the initial Advance hereunder; xiii. There is no event of default under the GPLP Revolver; xiv. A survey for the Collateral Asset in a form satisfactory to counsel for the Administrative Agent; xv. A copy of a commitment for issuance of an owner's title policy (or policies) in the name of Owner as to the Collateral Asset, showing no exceptions to title except such as may be approved by the Administrative Agent; xvi. If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a policy of flood insurance which (A) covers any parcel of the Collateral Asset and (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to clause (xvi) above shall include confirmation of such fact; xvii. A copy of all recorded documents with respect to the Collateral Asset referred to, or listed as exceptions to title in, the title commitment referred to in Section 4.1(xv) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases with Major Tenants thereof; xviii. Confirmation from an escrow agent satisfactory to the Administrative Agent handling the acquisition that upon the funding of the initial Advance to such escrow agent the acquisition of title to the Collateral Asset by Owner shall be completed and the deed in the name of Owner shall be recorded by the escrow agent promptly after funding and provided to the Administrative Agent; xix. Evidence in form and substance satisfactory to Lender (the date on which each it that all of the following requirements for insurance shall have been so delivered is referred to herein satisfied; xx. A current rent roll and current operating statements for the Collateral Asset; xxi. A current engineer's report on the condition of the improvements upon the Collateral Asset; xxii. A current Phase I environmental assessment report and certification (or updated report and recertification) for the Collateral Asset; and xxiii. Such other documents as the “Effective Date”): (a) executed originals of Administrative Agent or its counsel may have reasonably requested, the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance of which documents shall be reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan parties and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requesttheir respective counsel.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the followingLenders hereunder shall not become effective, in form and substance satisfactory the Lenders shall not be required to Lender (make the date on which each initial Advance hereunder or issue the initial Facility Letter of the following shall have been so delivered is referred to herein as the “Effective Date”): Credit hereunder, unless and until (a) the Borrowers shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrowers shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower the Borrowers from its state their respective states of incorporation organization, certified by the appropriate governmental officer and similar certificates from all other jurisdictions in which it does business and where dated not more than thirty (30) days prior to the failure to be qualified would have a Material Adverse EffectAgreement Execution Date; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrowers, certified by an officer of Borrower who is authorized to execute the Loan DocumentsREIT, together with all amendments thereto (or an update certificate from an officer of the WarrantREIT that there has been no change in such documents from the copies delivered under the Existing Agreement); (iv) Copies, and all other documents and instruments to be delivered pursuant to certified by a Secretary or an Assistant Secretary of the Loan Documents and the Warrant REIT on behalf of Borrowerthe Borrowers, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant to this Agreement) authorizing the Advances provided for herein, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrowers, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrowers hereunder; (v) An update letter with respect to the prior opinion of the Borrowers’ counsel delivered with respect to the Existing Agreement, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vi) A certificate, signed by an officer of the REIT on behalf of the Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrowers are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (vii) The most recent financial statements of the Borrowers in the form required under Section 6.1; (viii) UCC financing statement searches with respect to the Borrowers from their respective states of organization and principal place of business; (ix) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jx) such Such other documents as Lender the Administrative Agent may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender make the initial Advance unless each of the followingfollowing conditions is satisfied: (a) The Administrative Agent shall have received executed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Advance (1) no Default or Event of Default is continuing and (2) the representations and warranties in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (c) The Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, in form and substance satisfactory to the Required Lenders. (d) The Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (e) The Required Lenders shall have received such documents and certificates relating to the date on which each organization, existence and good standing of the following shall have been so delivered is referred to herein as Borrower, the “Effective Date”): (a) executed originals authorization of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents or to create and perfect the Liens of Lender with respect to transactions contemplated hereby, all Collateral, in all cases in form and substance reasonably acceptable satisfactory to Lender;the Required Lenders and their counsel. (bf) certified copy The Required Lenders shall have received evidence satisfactory to them that any credit facility currently in effect for the Borrower has been terminated and cancelled and all Indebtedness thereunder has been fully repaid (except to the extent being so repaid with the initial Loans) and any and all Liens thereunder, if any, have been terminated and released. (g) The Borrower shall have paid to the Administrative Agent, for distribution to each of resolutions the Lenders, ratably according such Lender’s Term Loan Commitment and Revolving Commitment, a non-refundable upfront fee in the amount of Borrower’s board of directors evidencing approval $187,500 in the aggregate, which is the sum of (i) 0.25% of the Lenders’ aggregate Term Loan and other transactions evidenced by the Loan Documents; Commitments and (ii) the Warrant and transactions evidenced thereby; (c) certified copies 0.15% of the Certificate of Incorporation Lenders’ aggregate Revolving Loan Commitments, with such upfront fee being earned and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as payable to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, Lender upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;. (h) a Consent Letter from each Incumbent Lender;The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) There shall not have occurred a Release Letter from each Incumbent Lender with respect to material adverse change (x) in the Financed Equipment purchased with the proceeds business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations of the initial Advance; andBorrower and its Subsidiaries taken as a whole, since December 31, 2012, or (y) in the facts and information regarding such entities as represented by such entities to date. (j) The Required Lenders shall have received evidence of all governmental, equity holder, and third party consents and approvals necessary in connection with the contemplated financing, and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent, or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable that in the reasonable judgment of the Required Lenders could have such effect. (k) No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay the making of any Advances. (l) The Required Lenders shall have received (i) pro forma financial statements giving effect to the initial Advances that demonstrate, in the Required Lenders’ reasonable judgment, together with all other documents information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as Lender and when they become due and can comply with the financial covenants set forth in Section 6.18, (ii) such information as the Required Lenders may reasonably requestrequest to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 2013, and June 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012. (m) The Required Lenders shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Required Lenders and otherwise in compliance with the terms of Sections 5.18 and 6.6. (n) The Required Lenders shall have received the results of a recent lien search the jurisdictions where the Borrower is organized, and such search shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 6.14 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory to the Required Lenders.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall have delivered paid all fees then due and payable to Lender each of the followingLenders, and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, in form and substance satisfactory to Lender (the date on which each of Lenders and their counsel and with sufficient copies for the following shall have been so delivered is referred to herein as Lenders, the “Effective Date”):following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bii) Certified copies of the articles of incorporation, limited partnership certificate, limited liability company agreement, declaration of trust or other organizational document of the Borrower, each Subsidiary and each Qualifying Investment Affiliate and Special Qualifying Investment Affiliate, to the extent applicable, with all amendments and certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) appropriate governmental officer of the Warrant and transactions evidenced therebystate of organization as of a recent date; (ciii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower from its the Borrower, each Subsidiary and each Qualifying Investment Affiliate and Special Qualifying Affiliate certified by the appropriate governmental officer of the state of incorporation organization, and similar foreign qualification certificates from all for the Borrower, certified by the appropriate governmental officer, for each jurisdiction where an Unencumbered Asset is located and each other jurisdictions in which it does business and jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiv) Copies, certified by an officer of the Borrower, each Subsidiary and each Qualifying Investment Affiliate and Special Qualifying Investment Affiliate of its by-laws, partnership agreement, operating agreement or similar document, to the extent applicable together with all amendments thereto; (v) An incumbency certificate, executed by an officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (vi) Copies, certified by the Secretary or Assistant Secretary, of the Borrower's Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vii) A written opinion of the Borrower's counsel, addressed to the Lenders in form satisfactory to Administrative Agent; (viii) A certificate, signed by an officer of the Borrower, stating that on the Closing Date and on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower contained herein are true and correct as of the Closing Date and initial Borrowing Date as and to the extent set forth herein; (ix) The most recent financial statements of the Borrower and a certificate from an Authorized Officer of incumbency as the Borrower that no change in the Borrower's financial condition that would have a Material Adverse Effect has occurred since December 31, 1999; (x) UCC financing statement, judgment, and tax lien searches with respect to each officer the Borrower, any Subsidiary, any Qualifying Investment Affiliate and any Special Qualifying Investment Affiliate from the States of Maryland and Illinois and other states where they own Unencumbered Assets, and the county in which Borrower maintains its principal place of business; (xi) Evidence of sufficient Unencumbered Assets (which evidence may include pay-off letters (together with evidence of payment or a direction of Borrower who to use a portion of the proceeds of the Advances to repay such Indebtedness), mortgage releases and/or title policies) to assist the Administrative Agent in determining the Borrower's compliance with the covenants set forth in Article VII herein; (xii) Written money transfer instructions, in substantially the form of Exhibit G hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiii) Evidence that all parties whose consent is authorized required for Borrower to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerhave provided such consents; (fxiv) payment Operating statements for each Property and other evidence of income and expenses to assist the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from Administrative Agent in determining Borrower's compliance with the initial Advancecovenants set forth in Article VII herein; (gxv) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A copy of the initial Advance may be standard lease form generally used for at the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesProperties; (hxvi) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to Evidence that the Financed Equipment purchased with the proceeds of the initial Advanceinsurance coverage required in Section 6.17 is in full force and effect; and (jxvii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the following, in form and substance satisfactory Lender to Lender (fund the date on which each initial Advance under this Agreement is subject to the Borrowers' fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Lender shall have received (or be satisfied that it will receive by such deadline as the Lender shall specify) the following, all of which must be satisfactory in form and content to the Lender in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Note, each duly executed by the Borrowers as comakers; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Borrowers; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretary of State of Maryland; (5) the Custody Agreement duly executed by the Borrowers and JPMorgan Chase as Custodian; (6) copies of each Borrower's (i) certificate of incorporation certified by the Secretary of State of the State of Maryland and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Lender to verify the identity of the Borrower as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 16.5; (7) an amendment to the Electronic Tracking Agreement adding FIC as a party, duly executed by the Borrowers, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (8) certificates of existence or authority and good standing for the Borrowers issued by the Secretary of State of Maryland; (9) true copies of resolutions of each Borrower's board of directors or members, certified as of the date of the initial Advance by such Borrower's corporate secretary, authorizing the execution, delivery and performance by each Borrowers of this Agreement, the Senior Credit Note, the Custody Agreement and all other documents Credit Papers to be delivered by the Borrowers pursuant to this Agreement; (10) a certificate of each Borrower's corporate secretary as to (i) the incumbency of the officers of the relevant Borrower executing this Agreement, the Senior Credit Note, the Custody Agreement, each applicable Borrowing Request and instruments reasonably required by Lender to effectuate the transactions contemplated hereby all other Credit Papers executed or to create be executed by or on behalf of the Borrowers and perfect (ii) the Liens authenticity of their signatures—and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it—(the Lender with shall be entitled to rely on that certificate until the Borrowers have furnished a new certificate to the Lender, and certifying that attached to such certificate are true and correct copies of all amendments to the relevant Borrower's certificate of incorporation, bylaws, or regulations (as the case may be) since its inception); (11) an Officer's Certificate for the Borrowers dated the date of the initial Advance and certifying truthfully that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Borrowers and their consolidated Subsidiaries, taken as a whole; (12) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Borrowers' industry, all in form and content reasonably satisfactory to all Collateralthe Lender; (13) a favorable written opinion of counsel to the Borrowers dated on or before the date of the initial Advance, in all cases addressed to the Lender and in form and substance reasonably acceptable satisfactory to Lenderthe Lender and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit G, the opinions in paragraphs numbers 4, 10, 11, 12, 13 and 15 of which shall be rendered by outside legal counsel for the Borrowers); (b14) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) payment to the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Lender of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsFacility Fee, the Warrant, Custodian's Fee and all other documents fees and instruments to be delivered pursuant expenses (including the disbursements and reasonable fees of the Lender's attorneys, subject to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (flimitation specified in Section 13(a)) payment of the Facility Charge Lender accrued and reimbursement billed for to the date of Lender’s current expenses reimbursable pursuant to the Borrowers' execution and delivery of this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j15) All directors and officers of each Borrower, all shareholders of the Borrower and all Affiliates (other than the other Borrower) of the Borrower or any of its Subsidiaries, to whom or which such Borrower shall be indebted either for borrowed money or for any other documents obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Lender may reasonably requesta Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Borrower shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 8.1(a)(15) to be true, complete and in full force and effect as of the date of the Advance.

Initial Advance. Borrower shall have delivered The effectiveness of this Agreement, including any Lender’s making the initial Warehousing Advance, is subject to Lender each of the followingsatisfaction, in form and substance satisfactory to Lender (the date on which each discretion of Administrative Agent, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Administrative Agent must receive the following, all of which must be satisfactory in form and content to Administrative Agent: (1) This Agreement, each Warehousing Note, the Guaranty, the Pledge Agreement (together will all certificates, transfer powers, and other documents required to be delivered by Guarantor pursuant thereto), the Fee Letter, and any other Loan Documents, duly executed originals by Borrower, Guarantor, Servicer and any other appropriate or necessary party, as applicable; (i) Borrower’s certificate of formation, together with all amendments, as certified by the Secretary of State of the State of Delaware, (ii) Borrower’s limited liability company agreement, together with all amendments, certified by the manager of Borrower, and (iii) certificates of good standing for Borrower dated within ten (10) days of the date of this Agreement; (3) A resolution of the manager and members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Approval Request, Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement; (4) A certificate as to the incumbency and authenticity of the signatures of the officers or other representatives of Borrower executing this Agreement and the other Loan Documents, and of the Authorized Representatives (Administrative Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Administrative Agent); (5) (i) Guarantor’s articles of incorporation and by-laws, together with all amendments, certified by the secretary of Guarantor, and (ii) certificates of good standing for Guarantor dated within ten (10) days of the date of this Agreement; (6) A resolution of the Board of Directors of Guarantor authorizing the execution, delivery and performance of this Agreement, the Guaranty, the Pledge Agreement, and all other agreements, instruments or documents to be delivered by Guarantor under this Agreement; (7) A certificate as to the incumbency and authenticity of the signatures of the officers or other representatives of Guarantor executing this Agreement, the Guaranty, the Pledge Agreement, and all other agreements, instruments or documents to be delivered by Guarantor under this Agreement (Administrative Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Administrative Agent); (8) Uniform Commercial Code, tax lien, litigation and other searches of the appropriate public records (a) for Borrower, that do not disclose the existence of any prior Lien on the Collateral other than in favor of Administrative Agent or as permitted under this Agreement, and (b) for the Guarantor; (9) Copies of Borrower’s or Servicer’s errors and omissions insurance policy, blanket bond coverage policy, fidelity bond coverage policy, and general commercial liability insurance policy insuring Borrower’s operations and premises, or certificates in lieu of such policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 8.9 hereof; (10) Receipt by Administrative Agent of the fees due on the date of this Agreement; (11) An opinion from counsel for Borrower and Guarantor concerning, among other matters (i) the legal existence, good standing and, as applicable, qualification to do business of each of Borrower and Guarantor, (ii) the power and authority of each of Borrower and Guarantor to enter into and perform the Loan Documents to which each of them is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of Borrower and Guarantor to do so, (v) the enforceability of the Loan Documents and all other documents Borrower’s and instruments reasonably required by Lender to effectuate Guarantor’s respective obligations under the transactions contemplated hereby Loan Documents, (vi) the absence of any pending or to create threatened material litigation against Borrower or Guarantor, (vii) the validity and perfect perfection of the Liens of Lender with respect to all Administrative Agent’s security interest in the Collateral, in all cases (viii) the non-contravention of Borrower’s and Guarantor’s respective obligations under the Loan Documents with their respective organizational documents or with material agreements or legal proceedings to which they are a party or by which they are bound, and (ix) such other matters as Administrative Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement; (12) Such financial statements and other information and projections as the Administrative Agent shall have reasonably requested; (13) Administrative Agent shall have received and approved, in form and substance reasonably acceptable to LenderAdministrative Agent, the Loan Servicing Agreement and the Assignment of Loan Servicing Agreement; and (14) Such other documents as Administrative Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Administrative Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby; (b) certified If Borrower is indebted to any of its directors, officers, shareholders or Affiliates as of the date of this Agreement, the Person to whom Borrower is indebted must have executed a subordination of debt agreement, on the form prescribed by Administrative Agent (each, a “Subordination of Debt Agreement”), and Administrative Agent must have received an executed copy of resolutions that Subordination of Borrower’s board Debt Agreement, certified by the manager of directors evidencing approval Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance. (c) Administrative Agent shall be satisfied that (i) Borrower and Guarantor each has obtained all material and appropriate authorizations and approvals of all governmental authorities required for the due execution, delivery and performance by each of Borrower and Guarantor of the Loan Documents to which it is or will be a party and other transactions evidenced for the perfection of or the exercise by Administrative Agent of its rights and remedies under the Loan Documents; , and (ii) the Warrant Loan and all transactions evidenced thereby; (c) certified copies contemplated hereby, shall be in material compliance with, and Borrower and Guarantor each shall have obtained all material and appropriate approvals pertaining to, all applicable laws, rules, regulations and orders, including all governmental, environmental, ERISA retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contractual obligation of the Certificate of Incorporation Borrower or Guarantor and the Bylaws, as amended through the Closing Date, of Borrower;their respective Subsidiaries. (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions Administrative Agent shall have filed such Uniform Commercial Code financing statements, in which it does business and where the failure such jurisdictions, as Administrative Agent shall have determined, to be qualified would have a Material Adverse Effect;appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant shall have paid to the Loan Documents and Administrative Agent (for its own account or for the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment account of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from Lenders) all Fees payable on or before the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered received the following for the account of the Lenders (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the followingCompany's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):and its counsel; and (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by Agent shall have received for the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies account of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request.

Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Book Managers and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDisclosure Letter; (b) Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsBorrower, as amended through certified by an officer of the Closing DateBorrower, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower), authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment A written opinion of the Facility Charge and reimbursement of LenderBorrower’s current expenses reimbursable pursuant counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the initial Advance may be used for Borrower, stating that on the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Agreement Effective Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Effective Date (or any subsequent Advance Date with respect Borrower to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) Evidence satisfactory to the Administrative Agent of payment in full of all accrued “Unused Fees” (as defined in the Existing Agreement) and amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder, including the payment in full of all “2018 Term Loans” (as defined in the Existing Agreement) and all interest and other amounts owing with respect thereto; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Environmental Indemnity and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, the Parent Entities and Owner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or any such Parent Entity or the Owner; (v) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency the Parent Entities, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity hereunder; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A written opinion from counsel in Alabama, in form and substance satisfactory to Administrative Agent, as to the enforceability of the Mortgage encumbering the Collateral Asset; (viii) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to GPLP and Owner from Alabama, Ohio and Delaware; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that all upfront fees due to each officer of Borrower who the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) There is authorized no event of default under the GPLP Revolver; (xiv) The Administrative Agent shall have received a survey for the Collateral Asset certified as set forth in Schedule 5 attached hereto to execute the Loan DocumentsAdministrative Agent and in a form satisfactory to counsel for the Administrative Agent; (xv) The Administrative Agent shall have received in respect of the Collateral Asset a title policy (or policies) complying with the requirements as set forth in Schedule 6 attached hereto, showing no exceptions to title other than those permitted under the WarrantMortgage, except such as may be approved by the Administrative Agent, naming the Administrative Agent for the benefit of the Lenders as the insured under such policy and containing such endorsements as may be available in the applicable jurisdiction and as the Administrative Agent may require. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of any endorsements, and all charges for mortgage recording tax, if any, have been paid; (xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other documents applicable agency, the Administrative Agent shall have received (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by the Mortgage and instruments (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xvi) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxvii) payment The Administrative Agent shall have received a copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvii) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases on any leases with Major Tenants thereof; (xviii) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xix) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance as set forth in Schedule 7 attached hereto shall have been satisfied; (xx) The Administrative Agent shall have received a current rent roll and current operating statements for the Collateral Asset; (xxi) The Administrative Agent shall have received the most recent engineer's report on the condition of the improvements upon the Collateral Asset in Borrower's possession; (xxii) The Administrative Agent shall have received the most recent Phase I report and certification (or updated report and recertification) for the Collateral Asset in Borrower's possession; and (jxxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and any other additional Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDocuments; (b) (A) Certificates of good standing for each Loan Party from its state of organization, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for each Loan Party certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsLoan Parties, certified by an officer of the Borrower or such other Loan Party, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (fi) payment A written opinion of the Facility Charge Loan Parties’ special counsel, Proskauer Rose LLP, addressed to the Lenders and reimbursement in form reasonably satisfactory to the Administrative Agent, and (ii) a written opinion of Lender’s current expenses reimbursable pursuant the Loan Parties’ special Maryland counsel, Xxxxxxx LLP, addressed to this Agreement, which amounts may be deducted from the initial AdvanceLenders and in form reasonably satisfactory to the Administrative Agent; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of International Based Financed Equipment without delivering to Lender, prior the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the disbursement of such Advance, any Landlord Consents in respect Administrative Agent which would reasonably be expected to have a Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long as all material respects (i) prior except to the disbursement of such Advance, one or more Bailee Agreements, extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Agreement Effective Date (or, to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except to the extent that any subsequent Advance Date with respect to any International Based Financed Equipment not financed representation and warranty that is qualified by materiality shall be true and correct in all respects on the Effective Datesuch earlier date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent quarterly financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased with the proceeds Borrower and each of the initial Advance; andother Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other documents related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (n) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender may reasonably request.that so requests in addition with any other “know your customer” information that such Lender requests;

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents this Agreement, the Warrant, the Mortgage, the Note, Collateral Information Certificate, the ACH Authorization and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) an Account Control Agreement with respect to Xxxxx Energy Inc.’s money market account and operating account at XX Xxxxxx Chase; (c) the Disclosure Letter; (d) certified copy of resolutions of each Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ce) certified copy of resolutions of at least two-thirds of the holders of Xxxxx Energy Inc.’s Series C Preferred Stock and Series B Preferred Stock voting together as a class evidencing approval of the incurrence of indebtedness under the Loan Documents and issuance of the Warrant; (f) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower; (dg) a certificate of good standing as of a recent date for each Borrower from its state of incorporation Delaware and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fh) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee AgreementsLender shall be reasonably satisfied that this Agreement and the Mortgage with respect to the Xxxxxx Property will create upon recording (A) first priority, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up perfected Lien (subject only to $3,750,000 Permitted Liens) on at least 80% of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect total value of the premises proved Xxxxxx Property evaluated in the continental United States where such International Based Financed Equipment may Initial Reserve Report; (j) Lender shall be located temporarily, so long as reasonably satisfied with the environmental condition of the Xxxxxx Property of the Borrower; (k) Lender shall have received an opinion of (i) prior Fulbright & Xxxxxxxx L.L.P., special counsel to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect Xxxxxxx Xxxxxxxx Xxxxxx LLP, local counsel to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advancein Kansas; and (jl) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, as a condition to the advance of the Initial Term Loan: (a) Borrower shall have delivered to the Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) executed originals copies of the Loan Documents Documents, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Lender; (bii) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Initial Term Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ciii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (div) secretary’s certificates as to incumbency; (v) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fvi) payment of the Facility Charge Closing Date Closing Fee and reimbursement of the Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (gvii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 evidence of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises funds in the continental United States where such International Based Financed Equipment may be located temporarilyProject Restricted Accounts in the amount of Eighty-eight million, so long six hundred fifty-eight thousand, two hundred fifty-five and No/100 Dollars ($88,658,255.00) as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises; (hviii) a Consent Letter from each Incumbent Lenderclosing certificate duly executed by Lead Borrower’s Chief Financial Officer certifying that since September 30, 2018, no event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect has occurred; (iix) an executed copy of a Release Letter payoff letter in form and substance reasonably satisfactory to Lender from each Incumbent Lender NY Green Bank, a division of the New York State Energy Research & Development Authority with respect to the Financed Equipment purchased with payoff of, and release of all security interests securing, the proceeds Indebtedness owed under the Existing Credit Agreement; (x) copies of all of Borrower’s material sale leaseback financing agreements and all collateral release agreements and schedules related thereto; (xi) copies of all Specified Customer Agreements; (xii) an Amendment to Staffing Confirmations and Maintenance Services Confirmation, duly executed by each of Plug Power and ServiceCo, and (b) Borrower shall have sent a Letter of Direction to each of the initial Advancebanks listed on Schedule 5.17, which Letter of Direction directs the Escrow Release Amounts to be deposited into the Lender Account, and shall have delivered to Lender countersigned copies of each such Letter of Direction; and (jc) such At least five (5) days prior to the Closing Date, all documentation and other documents as information required by bank regulatory authorities or reasonably requested by Lender may reasonably requestunder or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act.

Initial Advance. Concurrently with the execution hereof, or on or prior to the first date on which Lender is to advance the Loan hereunder, Borrower shall have delivered cause to be provided to Lender each the following: (1) Resolutions of the followingBoard of Directors, managing body or validly authorized Executive Committee of Borrower, certified by the Secretary or an Assistant Secretary of Borrower, duly authorizing the borrowing of funds hereunder and the execution, delivery and performance of this Agreement, the Schedule and all related instruments and documents. (2) An Agreement of Guaranty in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is hereinafter referred to herein as the “Effective DateGuaranty”):) duly executed by or on behalf of Xxx Xxxxx (hereinafter referred to as “Guarantor”). (a3) executed originals Resolutions of the Loan Documents Board of Directors, managing body or validly authorized Executive Committee of Guarantor, certified by the Secretary or an Assistant Secretary of Guarantor, duly authorizing the undertaking to guarantee Borrower’s obligations hereunder and all other documents the execution, delivery and instruments reasonably required performance of the Guaranty. (4) An appraisal of the Collateral to be completed by an appraiser selected by Lender to effectuate the transactions contemplated hereby at Borrower’s expense. (5) Satisfactory review of all Loan Documents, all due diligence reasonably requested by Lender, and delivery of any other documents, instruments, or to create and perfect the Liens of agreements as Lender may require in its reasonable discretion. (6) A payoff letter with respect to Borrower’s existing debt being paid off, which letter shall include confirmation the lender(s) of such existing debt will file all Collateralapplicable UCC-3 termination statements or authorize Lender to do so, in all cases and other be in form and substance reasonably acceptable to Lender;Lender in its sole discretion. (b7) certified copy A letter of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date direction with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower’s existing debt being paid off. (h) 8) Payment to Lender of a Consent Letter from each Incumbent Lender;fee in immediately available funds in an amount equal to 3% of the Loan Amount. (i9) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Deliver any agreements, instruments or other documents reasonably requested by Lender in order for Lender to make the ACH withdrawals for payments as Lender may reasonably requestset forth in Section 2(f).

Initial Advance. The obligation of the Lenders to make any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the Initial Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance to the extent set forth in a supplemental agreement entered into between the Borrower and Agent: (a) Each of the Loan Documents shall have been duly executed and delivered to Lender each of by the followingrespective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to Lender (the date on which each of the following Lenders. (b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of any Person which Lien shall be terminated in accordance with the provisions of this Agreement. (c) Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of the State in which such Person is organized to be true and complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the Agent that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have a materially adverse effect on the business, assets, or financial condition of the Borrower. (d) UCC financing statements naming the Borrower as debtor and the Agent as secured party covering the Collateral shall have been so delivered is referred duly recorded and filed to herein the satisfaction of Agent and its counsel. (e) Agent shall have received evidence, in form, scope and substance and with such insurance carriers, satisfactory to the Agent, for all insurance policies required under any of the Loan Documents. (f) There shall be no pending or threatened litigation involving the Borrower which could reasonably be expected to result in a Material Adverse Change, and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the transactions contemplated hereby shall exist. (g) All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. Agent shall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete. (h) Agent shall have received from the “Effective Borrower an incumbency certificate, dated as of the Closing Date”): , signed by a duly authorized officer of the Borrower and giving the name and bearing a specimen signature of each individual who shall be an Authorized Representative: (a) executed originals to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party; (b) with respect to the Borrower, to make requests for Advances; and (c) to give Notices and to take other action on behalf of the Borrower under the Loan Documents. (i) Copies of the certificates, documents or other written instruments that evidence the Borrower’s eligibility described in Section 5.11, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance satisfactory to Agent. (j) Borrower shall have paid to the Agent all fees and expenses required pursuant to this Agreement and the other Loan Documents. (k) The Agent shall be satisfied that (i) the Borrower has obtained all material and appropriate authorizations and approvals of all governmental authorities (including, without limitation, any approvals required by any of Xxxxxx Xxx, FHA, Xxxxxxx Mac, Xxxxxx Xxx, HUD), required for the due execution, delivery and performance by the Borrower of each of the Loan Documents and all other documents for the perfection of or the exercise by the Agent and instruments reasonably required by each Lender to effectuate the transactions contemplated hereby or to create of their respective rights and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by remedies under the Loan Documents; , and (ii) the Warrant and all transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation contemplated hereby shall be in material compliance with, and the BylawsBorrower shall have obtained all material and appropriate approvals pertaining to, as amended through the Closing Dateall applicable laws, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation rules, regulations and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrowerorders, including, without limitation, the chief financial officer of Borrower;all governmental, environmental, ERISA, retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contact or agreement to which Borrower is a party. (fl) payment of No Material Adverse Change shall have occurred since the Facility Charge Statement Date and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Interim Date. (gm) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Borrower shall have provided such additional instruments and documents to the disbursement of such Advance, any Landlord Consents in respect of Agent and the premises in Lenders as the continental United States where such International Based Financed Equipment Agent and the Agent’s counsel may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall have delivered paid all fees then due and payable to Lender each of the followingLenders, and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, in form and substance satisfactory to Lender (the date on which each of Lenders and their counsel and with sufficient copies for the following shall have been so delivered is referred to herein as Lenders, the “Effective Date”):following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and this Agreement; (ii) Certified copies of the articles of incorporation, limited partnership certificate, limited liability company agreement, declaration of trust or other organizational document of the Borrower with all other documents amendments and instruments reasonably required certified by Lender to effectuate the transactions contemplated hereby or to create appropriate governmental officer of the state of organization as of a recent date, and perfect the Liens of Lender with respect to all Collateraleach Subsidiary, in all cases in form Qualifying Investment Affiliate and substance reasonably acceptable Special Qualifying Investment Affiliate, a certificate of no change with regard to Lenderthe applicable aforementioned organizational documents and amendments (or copies of any amendments); (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower from its the Borrower, each Subsidiary and each Qualifying Investment Affiliate and Special Qualifying Affiliate certified by the appropriate governmental officer of the state of incorporation organization, and similar foreign qualification certificates from all for the Borrower, certified by the appropriate governmental officer, for each jurisdiction where an Unencumbered Asset is located and each other jurisdictions in which it does business and jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiv) Copies, certified by an officer of the Borrower, of its by-laws, partnership agreement, operating agreement or similar document, to the extent applicable together with all amendments thereto, and with respect to each Subsidiary, Qualifying Investment Affiliate and Special Qualifying Investment Affiliate, a certificate of no change with regard to the applicable aforementioned documents and amendments (or copies of any amendments); (v) An incumbency as to each certificate, executed by an officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (vi) Copies, certified by the Secretary or Assistant Secretary, of the Borrower’s Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower who hereunder; (vii) A written opinion of the Borrower’s counsel, addressed to the Lenders in form satisfactory to Administrative Agent; (viii) A certificate, signed by an officer of the Borrower, stating that on the Closing Date and on the initial Borrowing Date no Default or Unmatured Default has occurred and is authorized continuing and that all representations and warranties of the Borrower contained herein are true and correct as of the Closing Date and initial Borrowing Date as and to the extent set forth herein; (ix) The most recent financial statements of the Borrower and a certificate from an Authorized Officer of the Borrower that no change in the Borrower’s financial condition that would have a Material Adverse Effect has occurred since December 31, 2002; (x) UCC financing statement, judgment, and tax lien searches with respect to the Borrower, any Subsidiary, any Qualifying Investment Affiliate and any Special Qualifying Investment Affiliate from the States of Maryland and Illinois and other states where they own Unencumbered Assets, and the county in which Borrower maintains its principal place of business; (xi) Evidence of sufficient Unencumbered Assets (which evidence may include pay-off letters (together with evidence of payment or a direction of Borrower to use a portion of the proceeds of the Advances to repay such Indebtedness), mortgage releases and/or title policies) to assist the Administrative Agent in determining the Borrower’s compliance with the covenants set forth in Article VII herein; (xii) Written money transfer instructions, in substantially the form of Exhibit G hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiii) Evidence that all parties whose consent is required for Borrower to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerhave provided such consents; (fxiv) payment Operating statements for each Property and other evidence of income and expenses to assist the Facility Charge and reimbursement of LenderAdministrative Agent in determining Borrower’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from compliance with the initial Advancecovenants set forth in Article VII herein; (gxv) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A copy of the initial Advance may be standard lease form generally used for at the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesProperties; (hxvi) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to Evidence that the Financed Equipment purchased with the proceeds of the initial Advanceinsurance coverage required in Section 6.17 is in full force and effect; and (jxvii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date; (a) Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) executed originals of the Loan Documents Documents, Account Control Agreements (to the extent available), a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all CollateralCollateral located in the United States of America, in all cases in form and substance reasonably acceptable to LenderAgent; (bii) certified copy of resolutions of BorrowerParent’s and each Subsidiary Guarantor’s board of directors (or applicable governing body) evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ciii) certified copies of the Certificate of Incorporation and the BylawsBylaws (or applicable organizational documents), as amended through the Closing Date, of BorrowerParent and each Subsidiary Guarantor and; (div) a certificate of good standing for Borrower Parent and each Subsidiary Guarantor from its state their respective states of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (b) Agent and Borrower shall have mutually agreed on the uses of the Closing Date Advance; (c) Agent and Lender shall have received information on Borrower’s operations satisfactory to them in their sole and absolute discretion and shall have completed their business and legal due diligence to their satisfaction in their sole and absolute discretion; (d) Agent and Lender shall have received approval of the transaction from their respective investment committees; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute The Indebtedness under the Loan Documentsand Security Agreement dated as of March 29, 2014, as amended, by and among Parent, each of its Subsidiaries party thereto and Stegodon Corporation as successor in interest to Hercules Technology Growth Capital, Inc. shall be repaid in full from the WarrantLoan proceeds, such facility shall be terminated, and all other documents security interests related thereto shall be terminated and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerreleased; (f) payment of the Facility Charge Charge, applicable Agency Fee and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Closing Date Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Loan Lenders), the Notes payable to each of the Lenders, the Guaranty, the Security Documents and all any other documents additional Loan Documents, provided that Borrower may defer the effective date of the Collateral Assignment relating to the Pledged Equity Interests in the Partnership Interest Property known as Polaris Towne Center until the expiration of the advance notice period required under the Secured Indebtedness on such Partnership Interest Property, so long as Borrower has executed and instruments reasonably required by Lender delivered to effectuate the transactions contemplated hereby or Administrative Agent in escrow an executed but undated version of such Collateral Assignment and the contributions of such Pledged Equity Interest to create Collateral Pool LTV Amount and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAdjusted Collateral Pool NOI shall be excluded until such Collateral Assignment has become effective; (bA) certified copy Certificates of resolutions of Borrower’s board of directors evidencing approval of (i) good standing for the Loan Parties and other transactions evidenced for each entity directly or indirectly owning a Partnership Interest Property from their states of organization, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for the Warrant Loan Parties and transactions evidenced therebyfor each entity directly or indirectly owning a Partnership Interest Property, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, for each jurisdiction in which the executive offices of a Loan Party is located and each jurisdiction in which a Mortgage Property or Partnership Interest Property owned by such Loan Party or other entity is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Loan Parties and each entity directly or indirectly owning a Partnership Interest Property, certified by an officer of the BylawsBorrower or such other Loan Party or entity, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (f) payment A written opinion of the Facility Charge and reimbursement Loan Parties’ counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit E hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase of International Based Financed Equipment without delivering to LenderAgreement Effective Date no Default or Unmatured Default has occurred and is continuing, prior to the disbursement of such Advance, any Landlord Consents in respect and there has been no Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long all material respects as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Agreement Effective Date), provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower and the Parent Entities; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each of the other Loan Parties from the state of its organization; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the new covenants established herein and executed by the Borrower’s chief financial officer or chief operating officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) Copies of a certified rent roll, leasing activity reports, tenant sales reports (if applicable), Major Leases, operating statements, title insurance commitments, surveys (which may be existing surveys accompanied by a certificate of no change from Borrower, if applicable), Appraisals for the Mortgage Properties dated not more than six (6) months prior to the Agreement Effective Date, a recent property condition report, flood zone determination (if not indicated on survey) and most recent engineering and “phase I” environmental assessments with respect to each Mortgage Property, estoppel certificates and subordination, non-disturbance and attornment agreements for Major Leases with respect to each Mortgage Property (in a form reasonably satisfactory to the Administrative Agent and to the extent available after reasonable collection efforts), together with insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Mortgage Property or Partnership Interest Property, in addition to a written opinion of the Borrower’s counsel (or a designated local counsel in the jurisdiction of the Mortgage Property) addressed to the Lenders in a form reasonably satisfactory to the Administrative Agent regarding each Security Document; (n) Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a title insurance policy insuring such Mortgage in an amount and form, and with such coverages and endorsements, as are all reasonably satisfactory to the Administrative Agent; (o) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness secured by the initial Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance; andAdvance hereunder. (jp) such Evidence satisfactory of the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder and of acceptance by them of the termination of their commitments thereunder. (q) Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to any “Collateral Assignments” not continuing in effect hereunder or the “Account Pledge Agreement” (as such terms are defined in the Original Credit Agreement) and terminations of any related UCC financing statements.

Initial Advance. As conditions precedent to Lender’s obligation to make the initial Advance hereunder: (a) Borrower shall have delivered to Lender Lender, in form and substance satisfactory to Lender: (i) this Agreement signed by Borrower; (ii) the Commitment Letter signed by Borrower; (iii) the Note signed by Borrower; (iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter; (v) a Power of Attorney signed by Borrower; (vi) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto; (viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the followingtwo (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender; (ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below; (xii) a subordination agreement, in form and substance satisfactory to Lender (the date on which in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the following shall have been so delivered is referred to herein as the “Effective Date”):, is a creditor of Borrower; and (axiii) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;initial Commitment Fee. (b) certified copy of resolutions Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s board principal place of directors evidencing approval business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (iUCC-1) and/or such other instruments as may be necessary to perfect the Loan security interest of Lender in the Collateral, and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;Lender has received evidence satisfactory to Lender of such filing. (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, Lender shall have satisfactorily completed its due diligence review of Borrower; (d) a certificate ’s operations, business, financial condition and underwriting and origination of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestMortgage Loans.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), including without limitation, the Guaranty, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrowers’ counsel in form and substance reasonably acceptable to Agent (c) a certified copy of resolutions of each Borrower’s board Board of directors Directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) with respect to Yumanity, the Warrant Warrant, and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation or Formation and the BylawsBylaws or Operating Agreement, as amended through the Closing Date, of each Borrower; (de) a certificate of good standing for each Borrower from its state of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (to the extent not already paid), Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this AgreementAgreement and which have been invoiced to Borrower prior to the date hereof, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion all certificates of transit, be located; provided, that up to $3,750,000 insurance and copies of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach insurance policy required hereunder; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender payoff letter with respect existing Indebtedness to the Financed Equipment purchased with the proceeds of the initial AdvanceOxford Finance LLC and Silicon Valley Bank, in form and substance reasonably satisfactory to Agent; and (ji) such other documents as Lender Agent may reasonably request.

Initial Advance. As conditions precedent to Lender's obligation to make the initial Advance hereunder: (a) Borrower shall have delivered to Lender Lender, in form and substance satisfactory to Lender: (i) this Agreement signed by Borrower; (ii) the Commitment Letter signed by Borrower; (iii) the Note signed by Borrower; (iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter; (v) a Power of Attorney signed by Borrower; (vi) a certified copy of Borrower's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower's jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Borrower's corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto; (viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the followingtwo (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders' equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender; (ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (xi) copies of Borrower's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below; (xii) a subordination agreement, in form and substance satisfactory to Lender (the date on which in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the following shall have been so delivered is referred to herein as the “Effective Date”):, is a creditor of Borrower; and (axiii) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;initial Commitment Fee. (b) certified copy of resolutions Borrower shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s board 's principal place of directors evidencing approval business and in the state of Borrower's organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (iUCC-1) and/or such other instruments as may be necessary to perfect the Loan security interest of Lender in the Collateral, and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;Borrower has provided satisfactory evidence of such filing to Lender. (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, Lender shall have satisfactorily completed its due diligence review of Borrower; (d) a certificate 's operations, business, financial condition and underwriting and origination of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestMortgage Loans.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and each Subsidiary Guarantor, from its state the State of incorporation Maryland for the Borrower and similar the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (v) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit H hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementUCC financing statement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A fully executed copy of the Fee Letter dated _______________ between the Borrower and the Administrative Agent and the Syndication Agent; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) A compliance certificate pursuant to Section 6.1(v); (xiv) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Aggregate Pool Value; and (jxv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. This Agreement shall not be effective (and the Lenders shall not be required to make the initial Advance hereunder unless and until this Agreement is effective) unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) Duly executed originals counterparts of this Agreement, the Notes payable to each of the Lenders (to the extent requested by the Lenders), the Subsidiary Guaranty and any other additional Loan Documents, signed by each applicable party thereto; (A) Certificates of good standing for each Loan Party from its state of organization, certified by the appropriate governmental officer and dated as of a recent date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated as of a recent date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by the appropriate governmental officer, and further certified as of a recent date by an officer of the Borrower or such other Loan Party, as appropriate, together with all amendments thereto; (d) Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and all to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party; (e) Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other documents and instruments bodies, if any are reasonably required deemed necessary by Lender to effectuate counsel for the transactions contemplated hereby or to create and perfect Administrative Agent) authorizing the Liens of Lender Advances provided for herein, with respect to all Collateralthe Borrower, in all cases and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the applicable Loan Party; (f) Written opinions of the Loan Parties’ counsel, addressed to the Lenders in form and substance reasonably acceptable to Lenderthe Administrative Agent; (bg) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies an Authorized Officer of the Certificate Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of Incorporation the Borrower and the Bylaws, Consolidated Group taken as amended through a whole since the Closing Date, date of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in the most recent financial statements delivered to the Administrative Agent which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Effect and that all other documents representations and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment warranties of the Facility Charge Borrower are true and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, correct in all material respects as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Agreement Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from The Disbursement Instruction Agreement; (j) A pro forma compliance certificate in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (k) Evidence that all fees due to each Incumbent Lender of the Lenders with respect to the Financed Equipment purchased with the proceeds this Agreement have been paid; (l) The Unencumbered Property Due Diligence; (m) A certificate, signed by an Authorized Officer of the initial AdvanceBorrower, stating that on the Agreement Effective Date there are no actions, suits, investigations or proceedings, pending or threatened, in any court or before any arbitrator or Governmental Authority that is reasonably expected to have a material adverse effect on the Borrower and the Consolidated Group, taken as a whole, or that is reasonably expected to have a material adverse effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole, to perform their respective obligations under the Loan Documents; (n) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lender under the Original Credit Agreement which is not continuing as a Lender hereunder; (o) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in addition with any other “know your customer” information that such Lender requests; (p) Evidence satisfactory to the Administrative Agent that the modified Revolving Credit Agreement has become, or is becoming, effective on such date; and (jq) such Such other documents as the Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender may reasonably requestthat has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if a Lender delivers its signature page with conditions for release, notice from that Lender to the Administrative Agent (or its counsel) that such conditions for release have been met.

Initial Advance. Borrower The obligation of each Lender to make the initial Advance (including, without limitation, the obligation of the Issuing Lender to issue any Letter of Credit) to be made by it on or following the date of this Agreement is subject to the following conditions precedent: (a) The Administrative Agent shall have delivered to Lender each received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, and each in form and substance satisfactory to Lender the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date on which each of any of the following shall have been so delivered is referred to herein as following, unless the “Effective Date”Administrative Agent otherwise agrees or directs): (a1) Notes issued to each Lender in the principal amount of that Lender’s Pro Rata Share; (2) the Deeds of Trust executed originals by Borrower and Wheeling Land Development Corporation in forms which are suitable for recordation in the relevant West Virginia recorder’s offices, extending the term of the Loan Documents Agreement to the Maturity Date, and all other documents and instruments reasonably required by Lender to effectuate reducing the transactions contemplated hereby or to create and perfect amount of the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced Commitment secured thereby; (c3) certified copies the Reaffirmation and Amendment to Amended and Restated Guaranty, executed by each Subsidiary of the Certificate of Incorporation Borrower and the Bylaws, as amended through the Closing Date, of Borrowerby Administrative Agent; (d4) a certificate the Reaffirmation and Amendment to Amended and Restated Subsidiary Security Agreement, executed by each Subsidiary of Borrower and by the Administrative Agent; (5) the Reaffirmation and Amendment to Amended and Restated Borrower Security Agreement, executed by Borrower and by the Administrative Agent; (6) the Reaffirmation and Amendment to Environmental Indemnity Agreement, executed by Borrower and by Wheeling Land Development Corp.; (7) such documentation with respect to Borrower, each Subsidiary Guarantor and each other Obligor as the Administrative Agent may require to establish its due organization, valid existence and good standing for Borrower from standing, its state of incorporation and similar certificates from all other jurisdictions qualification to engage in business in each material jurisdiction in which it does is engaged in business and where the failure or required to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as so qualified, its authority to each officer of Borrower who is authorized to execute execute, deliver and perform the Loan Documents, the Warrantidentity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, and all other documents incumbency certificates; and (8) such assurances as the Administrative Agent deems appropriate that the relevant Governmental Agencies and instruments Regulatory Boards have approved the credit facilities to be delivered provided hereunder to the extent that such approval is required by Applicable Regulations. (b) The Administrative Agent shall have received assurances of the recordation of the Deeds of Trust acceptable to it from First American Title Insurance Company, together with its commitment to issue its ALTA lenders policy of title insurance in the amount of $15,000,000 with such endorsements to coverage and exceptions from coverage as the Administrative Agent may request. (c) Evidence that the security interests of the Administrative Agent in the Collateral are of first priority. (d) Borrower and the other Obligors shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing. (e) The fees due and payable pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Article 3 shall have been paid. (f) payment Delivery of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, all financial statements as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle 7.

Initial Advance. Banks shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower shall have delivered has paid to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): Administrative Agent (a) executed originals the fees for the account of Banks set forth in the Arranger's letter to the Banks dated June 14, 2002 and July 16, 2002 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated June 6, 2002 (and accepted by the Borrower on June 12, 2002) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent with sufficient copies for Banks: (i) Copies of the articles or certificate of incorporation of Borrower and each Guarantor that is a corporation, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation; provided, however, that in the case of any Guarantor that is a corporation whose articles or certificate of incorporation has not been amended since the date it was delivered to Administrative Agent pursuant to the Original Credit Agreement, Borrower may furnish, in lieu of a certified copy of such articles or certificate of incorporation, a certificate so stating. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank), or, in the case of each guarantor that is not a corporation, other appropriate consents and approvals, authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender the Guaranties; provided, however, that in the case of any Guarantor that is a corporation whose bylaws have not been amended since the date the same were delivered to effectuate Administrative Agent pursuant to the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralOriginal Credit Agreement, Borrower may furnish, in all cases in form and substance reasonably acceptable to Lender; (b) lieu of a certified copy of resolutions such bylaws, a certificate so stating. (iii) For each Guarantor that is a limited liability company or limited partnership (A) a copy of Borrower’s board the certificate or articles of directors evidencing approval formation or certificate of limited partnership (i) the Loan and other transactions evidenced as applicable), certified by the Loan Documents; and appropriate governmental officer in the jurisdiction of formation, (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (dB) a certificate of good standing for Borrower from its state and (C) a copy, certified by the appropriate officer of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;such Guarantor or of such Guarantor's manager, managing member or general partner, of such Guarantor's operating agreement or limited partnership, as applicable. (eiv) Incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a certificate of incumbency as to each Guarantor that is not a corporation, the appropriate officer of Borrower who is such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf Guaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Banks and the Issuing Bank shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (v) A written opinion of General Counsel of Borrower, including, without limitation, addressed to Administrative Agent and Banks in substantially the chief financial officer form of Borrower;Exhibit E hereto. (fvi) Notes payable to the order of each of Banks. (vii) The Guaranty duly executed by the Guarantors. (viii) Such written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as Administrative Agent may have reasonably requested. (ix) Evidence satisfactory to Administrative Agent of payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, in full (which amounts payment may be deducted made from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andAdvance hereunder) of all obligations of Borrower and Guarantors under the Original Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Original Credit Agreement). (jx) such Such other documents as Lender any Bank or Issuing Bank or their respective counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the followingBank to make the initial Advance is subject to the satisfaction, in form and substance satisfactory to Lender (the sole discretion of the Bank, on or before the date on which each thereof of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) executed originals The Bank shall have received the following, all of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases which must be satisfactory in form and substance reasonably acceptable content to Lenderthe Bank, in its sole discretion: (1) The NOTE duly executed by the Borrower in the form attached as EXHIBIT "A"; (b2) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) The GUARANTY, in the Loan and other transactions evidenced form attached hereto as EXHIBIT "B", duly executed by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyGuarantor; (c3) certified Certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state 's articles of incorporation and similar bylaws, an OMNIBUS CERTIFICATE and certificates from all other jurisdictions of existence, good standing and qualification to do business in every jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer such qualification is required of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant dated no less recently than three (3) months prior to the Loan Documents and the Warrant on behalf date of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g4) Landlord Consents A written OPINION of counsel to the Borrower and the Guarantor in form and content satisfactory to the Bank, dated as of, or Bailee Agreementsprior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as applicableEXHIBIT "H". (5) An original RESOLUTION of the board of directors of the Borrower, for certified as of the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be used delivered by the Borrower pursuant to this Agreement; (6) A certificate of the Borrower's corporate secretary as to the INCUMBENCY and authenticity of the signatures of the officers of the Borrower executing this Agreement and the Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank); (7) A true, correct and complete copy of the original independently audited FINANCIAL STATEMENTS of the BORROWER (and its Subsidiaries, on a consolidated basis) for the purchase most recent fiscal year end containing a balance sheet and related statements of International Based Financed Equipment without delivering income and retained earnings (the "STATEMENT DATE") and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to Lenderthe Bank and attached to a "CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS" in the form attached hereto as EXHIBIT "I"; (8) FINANCIAL STATEMENTS of the GUARANTOR, executed by Guarantor, dated no less recently than three (3) months prior to the disbursement of such Advance, any Landlord Consents in respect date of the premises initial Advance and attached to a "Certificate Accompanying Financial Statements" in the continental United States where such International Based Financed Equipment may be located temporarilyform attached hereto as EXHIBIT "I"; (9) Five (5) original ACKNOWLEDGMENTS in the form attached hereto as EXHIBIT "J" endorsed in blank; (10) Copies of the Borrower's errors and omissions INSURANCE policy or mortgage impairment insurance policy and blanket bond coverage policy, so long as (i) prior all in form and content satisfactory to the disbursement of such AdvanceBank, one or more Bailee Agreements, showing compliance by the Borrower as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion date of transit, the initial Advance with the related provisions of SECTION 6.9 hereof; (11) ACKNOWLEDGMENT AGREEMENT executed by Borrower and Bank and within thirty (ii30) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesdate hereof by FNMA; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles or certificate of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of good standing, each certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge and reimbursement Borrower's counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable Exhibit A. (vi) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.13 payable to the initial Advance;order of each such requesting Lender. (gvii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A certified copy of the initial Advance may be used for FERC Order authorizing the purchase Borrower to incur the Indebtedness contemplated by the Loan Documents. (viii) Written money transfer instructions, in substantially the form of International Based Financed Equipment without delivering to LenderExhibit D, prior addressed to the disbursement of Administrative Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect other related money transfer authorizations as the Administrative Agent may have reasonably requested. (ix) Copies of the premises in Bond Documents, certified by the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one Secretary or more Bailee Agreements, as applicable, are delivered in respect an Assistant Secretary of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower. (hx) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The obligations of the Lenders under the Agreement as modified by this Amendment shall not become effective, and the Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder after the Amendment Effective Date, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender the Administrative Agent the following: (i) The duly executed originals of this Amendment and any additional Loan Documents, with sufficient copies for each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderLenders; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for the Borrower from its state the State of incorporation Maryland, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Amendment Effective Date, and (B) foreign qualification certificates from all for the Borrower and certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Amendment Effective Date for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower, certified by an officer of Borrower who is the Borrower, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute sign this Amendment and the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the additional Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge Borrower of the Board of Directors’ resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of this Amendment and the additional Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit D hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the Amendment Effective Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrower are true and correct as of the Amendment Effective Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower in the form required under Section 6.1; (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from the State of Maryland and the State of Illinois, and, with respect to IWR and each of the “Companies” (as defined in the Collateral Assignments), from the State of Delaware; (x) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of such initial Advance hereunder; (xi) Evidence, the initial Advanceform and substance of which is reasonably acceptable to the Administrative Agent, that each of the Initial Collateral Properties is wholly owned by the entities listed on Schedule 1 and is not subject to any Secured Indebtedness; and (jxii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. In the event that the Administrative Agent has not received, within thirty (30) days from the Amendment Effective Date, a letter from the Depository Bank confirming its agreement with the irrevocable directions given by Borrower pursuant to Section 6.29 of this Agreement in a form reasonably satisfactory to the Administrative Agent, the Lenders shall not be required to make any further Advances or to issue any further Facility Letters of Credit until such letter is received.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall have delivered paid all fees then due and payable to Lender each of the followingLenders, the Documentation Agent, and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, in form and substance satisfactory to Lender (the date on which each of Lenders and their counsel and with sufficient copies for the following shall have been so delivered is referred to herein as Lenders, the “Effective Date”):following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bii) Certified copies of the articles of incorporation, limited partnership certificate, limited liability company agreement, declaration of trust or other organizational document of the Borrower, each Subsidiary and each Qualifying Investment Affiliate, to the extent applicable, with all amendments and certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) appropriate governmental officer of the Warrant and transactions evidenced therebystate of organization as of a recent date; (ciii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower from its the Borrower, each Subsidiary and each Qualifying Investment Affiliate certified by the appropriate governmental officer of the state of incorporation organization, and similar foreign qualification certificates from all for the Borrower, certified by the appropriate governmental officer, for each jurisdiction where an Unencumbered Asset is located and each other jurisdictions in which it does business and jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiv) Copies, certified by an officer of the Borrower, each Subsidiary and each Qualifying Investment Affiliate of its by-laws, partnership agreement, operating agreement or similar document, to the extent applicable together with all amendments thereto; (v) An incumbency certificate, executed by an officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (vi) Copies, certified by the Secretary or Assistant Secretary, of the Borrower's Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vii) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of EXHIBIT D hereto; (viii) A certificate, signed by an officer of the Borrower, stating that on the Closing Date and on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower contained herein are true and correct as of the Closing Date and initial Borrowing Date as and to the extent set forth herein; (ix) The most recent financial statements of the Borrower and a certificate from an Authorized Officer of incumbency as the Borrower that no change in the Borrower's financial condition that would have a Material Adverse Effect has occurred since December 31, 1996; (x) UCC financing statement, judgment, and tax lien searches with respect to each officer the Borrower, any Subsidiary or Qualifying Investment Affiliate from the States of Maryland and Illinois and the counties in which Borrower, any Subsidiary or any Qualifying Investment Affiliate owns properties; (xi) Evidence of sufficient Unencumbered Assets (which evidence may include pay-off letters (together with evidence of payment or a direction of Borrower who to use a portion of the proceeds of the Advances to repay such Indebtedness), mortgage releases and/or title policies) to assist the Administrative Agent in determining the Borrower's compliance with the covenants set forth in ARTICLE VII herein; (xii) Written money transfer instructions, in substantially the form of EXHIBIT G hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiii) Evidence that all parties whose consent is authorized required for Borrower to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerhave provided such consents; (fxiv) payment Operating statements for each Property and other evidence of income and expenses to assist the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from Administrative Agent in determining Borrower's compliance with the initial Advancecovenants set forth in Article VII herein; (gxv) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A copy of the initial Advance may be standard lease form generally used for at the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesProperties; (hxvi) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to Evidence that the Financed Equipment purchased with the proceeds of the initial Advanceinsurance coverage required in SECTION 6.17 is in full force and effect; and (jxvii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents required to be delivered on the Closing Date, a legal opinion of Borrowers’ counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of each Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower; (d) a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (ei) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and extent not paid prior to the Warrant on behalf of BorrowerClosing Date, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, and (ii) payment of the Closing Success Fee as set forth in Section 7.17(a), in each case which amounts may be deducted from the initial Advance; (f) evidence of insurance, together with endorsements identifying Lender as additional insured on all liability policies and loss payee on all property policies; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion results of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date UCC searches with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated Collateral indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to such foreign premisesthe Lender; (h) a Consent Letter from each Incumbent Lenderwritten consent of the holders of Holdings' Preferred Stock; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds written consent of the initial AdvanceConvertible Noteholders; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrantpayoff letter from (i) Horizon Funding Trust 2013-1, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower(ii) Oxford Finance LLC; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Horizon Funding Trust 2013-1 and Oxford Finance LLC will be terminated concurrently with the initial Term Loan Advance and (ii) the documents and/or filings evidencing such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with (or, in the case of the Account Control Agreement with UBS Financial Services Inc. (the “UBS Account Control Agreement”), immediately following) the initial Term Loan Advance, be terminated; (g) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jh) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles or certificate of incorporation of the following shall have been so delivered is referred to herein as Borrower, each Subsidiary of the “Effective Date”):Borrower and the Parent together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, each Subsidiary of Borrower and the Parent, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower, each Subsidiary of the Borrower and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Parent is a party. (biii) certified copy An incumbency certificate, executed by the Secretary or Assistant Secretary of resolutions the Borrower, each Subsidiary of Borrower and the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower’s board , each Subsidiary of directors evidencing approval of (i) Borrower and the Parent authorized to sign the Loan Documents to which the Borrower, each Subsidiary of Borrower and other transactions evidenced the Parent is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;Borrower. (civ) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing and/or qualification to do business for the Borrower, each Subsidiary of Borrower from its state and Parent issued for all jurisdictions wherein said qualification is necessary as a result of incorporation and similar certificates from all other jurisdictions in which it does said parties owning assets or doing business and where the failure to be qualified would have a Material Adverse Effect;therein. (ev) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsA certificate, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fvi) payment A written opinion of the Facility Charge and reimbursement Borrower's counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable Exhibit A. (vii) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.13 payable to the initial Advance;order of each such requesting Lender. (gviii) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit D, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;have reasonably requested. (hix) a Consent Letter from each Incumbent Lender;The executed Kable Security Agreement. (ix) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andThe executed Fulfillment Security Agreement. (jxi) such other documents as Lender may reasonably requestThe executed Export Security Agreement. (xii) The executed Canada Security Agreement. (xiii) The Executed International Security Agreement.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (ai) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and the other Security Documents; (A) Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower and the states of organization of the Parent Guarantor and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be licensed (if required) is reasonably expected to have a Material Adverse Effect, provided that in the case of both clause (A) and clause (B) Borrower’s delivery of such certificates may be postponed until a date fifteen (15) days after the Agreement Execution Date; (iii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and all to make borrowings hereunder on behalf of Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, Parent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the Board of Directors’ resolutions (and resolutions of other documents and instruments bodies, if any are reasonably required deemed necessary by Lender to effectuate counsel for any Lender) authorizing the transactions contemplated hereby or to create and perfect the Liens of Lender Advances provided for herein, with respect to all CollateralBorrower, in all cases and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably acceptable to Lenderapprove; (bvii) certified copy of resolutions A certificate, signed by an officer of Borrower’s board , stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of directors evidencing approval Borrower are true and correct as of (i) the Loan initial Borrowing Date provided that such certificate is in fact true and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebycorrect; (cviii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, The most recent financial statements of Borrower; (dix) a certificate Copies of good standing for Borrower the UCC financing statement, judgment, and tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from its state their respective states of incorporation and similar certificates from all other jurisdictions in which it does business and where organization obtained under the failure to be qualified would have a Material Adverse EffectOriginal Credit Agreement; (ex) a certificate Written money transfer instructions, in substantially the form of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsExhibit E hereto, the Warrant, and all other documents and instruments to be delivered pursuant addressed to the Loan Documents Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerAdministrative Agent may have reasonably requested; (fxi) payment Evidence that all upfront fees due to each of the Facility Charge and reimbursement Lenders under the terms of Lender’s current expenses reimbursable pursuant to this Agreementtheir respective commitment letters have been paid, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion paid out of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceAdvance hereunder; (xii) Delivery of all Eligible Borrowing Base Property Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Initial Borrowing Base Properties, which must be comprised of at least four Borrowing Base Properties having a Borrowing Base Value of at least $75,000,000; (xiii) Delivery of a pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes effected by this Agreement; and (jxiv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered The effectiveness of this Agreement, including any Lender’s making the initial Warehousing Advance, is subject to Lender each of the followingsatisfaction, in form and substance satisfactory to Lender (the date on which each discretion of Administrative Agent, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Administrative Agent must receive the following, all of which must be satisfactory in form and content to Administrative Agent: (1) This Agreement, each Warehousing Note, the Guaranty and any other Loan Documents, duly executed originals by Borrower, Guarantor, Servicer and any other appropriate or necessary party, as applicable; (i) Borrower’s certificate of formation, together with all amendments, as certified by the Secretary of State of the State of Delaware, (ii) Borrower’s limited liability company agreement, together with all amendments, certified by the manager of Borrower, and (iii) certificates of good standing for Borrower dated within ten (10) days of the date of this Agreement; (3) A resolution of the manager and members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Approval Request, Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement; (4) A certificate as to the incumbency and authenticity of the signatures of the officers or other representatives of Borrower executing this Agreement and the other Loan Documents, and of the Authorized Representatives (Administrative Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Administrative Agent); (5) (i) Guarantor’s articles of incorporation and by-laws, together with all amendments, certified by the secretary of Guarantor, and (ii) certificates of good standing for Guarantor dated within ten (10) days of the date of this Agreement; (6) A resolution of the Board of Directors of Guarantor authorizing the execution, delivery and performance of this Agreement, the Guaranty and all other agreements, instruments or documents to be delivered by Guarantor under this Agreement; (7) A certificate as to the incumbency and authenticity of the signatures of the officers or other representatives of Guarantor executing this Agreement, the Guaranty and all other agreements, instruments or documents to be delivered by Guarantor under this Agreement (Administrative Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Administrative Agent); (8) Uniform Commercial Code, tax lien, litigation and other searches of the appropriate public records (a) for Borrower, that do not disclose the existence of any prior Lien on the Collateral other than in favor of Administrative Agent or as permitted under this Agreement, and (b) for the Guarantor; (9) Copies of Borrower’s or Servicer’s errors and omissions insurance policy, blanket bond coverage policy, fidelity bond coverage policy, and general commercial liability insurance policy insuring Borrower’s operations and premises, or certificates in lieu of such policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 8.9 hereof; (10) Receipt by Administrative Agent of the fees due on the date of this Agreement; (11) An opinion from counsel for Borrower and Guarantor concerning, among other matters (i) the legal existence, good standing and, as applicable, qualification to do business of each of Borrower and Guarantor, (ii) the power and authority of each of Borrower and Guarantor to enter into and perform the Loan Documents to which each of them is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of Borrower and Guarantor to do so, (v) the enforceability of the Loan Documents and all other documents Borrower’s and instruments reasonably required by Lender to effectuate Guarantor’s respective obligations under the transactions contemplated hereby Loan Documents, (vi) the absence of any pending or to create threatened material litigation against Borrower or Guarantor, (vii) the validity and perfect perfection of the Liens of Lender with respect to all Lender’s security interest in the Collateral, in all cases (viii) the non-contravention of Borrower’s and Guarantor’s respective obligations under the Loan Documents with their respective organizational documents or with material agreements or legal proceedings to which they are a party or by which they are bound, and (ix) such other matters as Administrative Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement; (12) Such financial statements and other information and projections as the Administrative Agent shall have reasonably requested; (13) On or before August 15, 2011, Administrative Agent shall have received and approved, in form and substance reasonably acceptable to LenderAdministrative Agent, the Loan Servicing Agreement and the Assignment of Loan Servicing Agreement; and (14) Such other documents as Administrative Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Administrative Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby; (b) certified If Borrower is indebted to any of its directors, officers, shareholders or Affiliates as of the date of this Agreement, the Person to whom Borrower is indebted must have executed a subordination of debt agreement, on the form prescribed by Administrative Agent (each, a “Subordination of Debt Agreement”), and Administrative Agent must have received an executed copy of resolutions that Subordination of Borrower’s board Debt Agreement, certified by the manager of directors evidencing approval Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance. (c) Administrative Agent shall be satisfied that (i) Borrower and Guarantor each has obtained all material and appropriate authorizations and approvals of all governmental authorities required for the due execution, delivery and performance by each of Borrower and Guarantor of the Loan Documents to which it is or will be a party and other transactions evidenced for the perfection of or the exercise by Administrative Agent of its rights and remedies under the Loan Documents; , and (ii) the Warrant Loan and all transactions evidenced thereby; (c) certified copies contemplated hereby, shall be in material compliance with, and Borrower and Guarantor each shall have obtained all material and appropriate approvals pertaining to, all applicable laws, rules, regulations and orders, including all governmental, environmental, ERISA retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contractual obligation of the Certificate of Incorporation Borrower or Guarantor and the Bylaws, as amended through the Closing Date, of Borrower;their respective Subsidiaries. (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions Administrative Agent shall have filed such Uniform Commercial Code financing statements, in which it does business and where the failure such jurisdictions, as Administrative Agent shall have determined, to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as appropriate in order to each officer of perfect the security interest in the Collateral granted by Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (Agreement or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestLoan Document.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and the Parent Entities from its state their states of incorporation organization, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all other jurisdictions for the Borrower and the Parent Entities, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effectexecutive offices of the Borrower or such Parent Entity is located; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Parent Entities, certified by an officer of the Borrower who is or such Parent Entity, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Parent Entities, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrowersuch parities, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of Borrowerany change in writing by the Borrower or any such Parent Entity; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge applicable Parent Entities, of the Board of Directors' resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the Parent Entities: (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower and each of the Parent Entities from the state of its organization and the state in which its principal place of business is located; (x) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A current compliance certificate in the form of Exhibit B, utilizing the new covenants established herein and executed by the Borrower's chief financial officer or chief operating officer; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement, the Disclosure Letter, the Subsidiary Guaranty and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderMortgages; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (ii) foreign qualification certificates for each Subsidiary Guarantor owning a Qualifying Collateral Pool Property, certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than sixty (60) days prior to the Agreement Effective Date, for the jurisdiction in which such Qualifying Collateral Pool Property is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsSubsidiary Guarantors, certified by an officer of the Borrower or such Subsidiary Guarantor, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Borrower or the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for any change in writing by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effector any such Subsidiary Guarantor; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower or the applicable Subsidiary Guarantor, of the Board of Directors’ resolutions authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower and each Subsidiary Guarantor hereunder; (f) payment A written opinion of the Facility Charge and reimbursement Borrower’s counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit F hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) neither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iiiv) within 90 days except as specifically as disclosed in the Disclosure Letter, no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or governmental authority that purports to materially and adversely affect the Borrower, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each Subsidiary Guarantor from its state of organization; (j) Written money transfer instructions addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (l) A pro forma compliance certificate pursuant to Section 6.1(v), (and provided for clarification purposes that Borrower shall have no obligation to deliver a compliance certificate under the terms of the Original Credit Agreement with respect to the quarter ended December 31, 2010, but that if such pro forma compliance certificate does not reflect Borrower’s actual financial results reported for the period ending December 31, 2010, Borrower shall be obligated to issue another compliance certificate under the terms of this Agreement for such period when such actual results are reported); (m) The Required Diligence with respect to all Qualifying Collateral Pool Properties (other than the Required SNDAs and Estoppels, but including the opinions of local counsel with respect to the Mortgages); (n) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness encumbering the Qualifying Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder. (o) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder; and (jp) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to the “Collateral Assignments” or the “Account Pledge Agreement” (as such terms are defined in the Original Credit Agreement) and terminations of any related UCC financing statements.

Initial Advance. The Lenders shall not be required to make the --------------- initial Advance hereunder and NBD shall not be obligated to issue any Letter of Credit unless Borrower shall have delivered has furnished to Lender each of the Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals Copies of the Loan Documents certificate or articles of incorporation of Borrower and each Guarantor, together with all other documents amendments, and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from or existence, both certified by the appropriate governmental officer in its state jurisdiction of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;incorporation. (eb) a certificate of incumbency as to each officer Copies, certified by the Secretary or Assistant Secretary of Borrower who is authorized to execute and each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (c) An incumbency certificate, executed by the WarrantSecretary or Assistant Secretary of Borrower and each Guarantor, which shall identify by name and all other documents title and instruments bear the signature of the officers of Borrower and each Guarantor authorized to be delivered pursuant to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Warrant on behalf Agent and the Lenders shall be entitled to rely until informed in writing of Borrowerany change by Borrower or such Guarantor, includingas applicable. (d) A certificate, without limitation, signed by the chief financial officer of Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (e) A written opinion of Borrower's and Guarantor's counsel, addressed to the Agent in the form approved by the Lenders. (f) payment Notes payable to the order of each of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Lenders. (g) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit F hereto, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Agent and signed by an Authorized --------- Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;have reasonably requested. (h) a Consent Letter from The Guaranty, duly executed by each Incumbent Lender;Guarantor. (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Satisfactory return after search in accordance with the proceeds Uniform Commercial Code from the states of the initial Advance; andIndiana, Illinois and Ohio. (j) such The insurance certificate described in Section 5.19. (k) An executed and completed Compliance Certificate. (l) The facility fees due and payable in accordance with the Fee Letter. (m) Concurrently with the initial Advance under the Facilities, Borrower shall have prepaid and repaid all outstanding obligations under that certain Credit Agreement dated as of July 20, 1995, as amended, between Borrower and the Agent, and any existing commitments of the Agent shall have been terminated to the satisfaction of the Agent. (n) Such other documents as Lender the Agent or its counsel may have reasonably requestrequested.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder and this Agreement shall not become effective unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of status, both certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "E" hereto. (vi) Notes payable to the order of each of the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit "G" hereto, addressed to the Agent and reimbursement of Lender’s current expenses reimbursable pursuant signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The Lenders shall not be required to this Agreement, which amounts may be deducted from make the initial Advance; (g) Landlord Consents Advance hereunder, unless prior to or Bailee Agreements, as applicable, for concurrently with the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 making of the initial Advance may be used for hereunder, the purchase Credit Agreement, dated as of International Based Financed Equipment without delivering to LenderAugust 8, prior 1995, among the Borrower, the lenders named therein and The First National Bank of Chicago, as agent shall have been terminated and the Borrower shall have paid to the disbursement lenders and the agent thereunder any and all unpaid principal of such Advanceand accrued and unpaid interest on the notes evidencing the obligations thereunder, and any Landlord Consents in respect and all other obligations of the premises Borrower thereunder arising under or in the continental United States where connection with such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestCredit Agreement.